Terms and Conditions - Blue Monkee Web Design

Blue Monkee is a trading name of Belfast Limited, a company registered in Northern Ireland (company number NI637656) with its registered office at Unit 1 Block A, Scrabo Business Park, Jubilee Road, Newtownards, Co. Down, N. Ireland, BT23 4ZP.

1. Interpretation

1.1. In these Terms and Conditions the following definitions apply:

“Blue Monkee” is a trading name of Belfast Limited, a company registered in Northern Ireland (company number NI637656) with its registered office at Unit 1 Block A, Scrabo Business Park, Jubilee Road, Newtownards, Co. Down, N. Ireland, BT23 4ZP. In these Terms and Conditions, “Blue Monkee” means Belfast Limited trading as Blue Monkee, or any of its subsidiaries or Partners providing Blue Monkee related products and services;

“Partner” means an authorised partner of Blue Monkee who provides web solutions that include the Blue Monkee CMS software, bound by a Partner agreement;

“Customer” means the individual or company to whom the invoice is addressed;

“Client” means the individual or company to whom the invoice is addressed;

“Business Day” means any day which is not a Saturday, Sunday or a bank or public holiday in the United Kingdom;

“Subscription” means the monthly charge specified in the purchase order for the ongoing provision of the software, support, marketing or SEO services;

“Services” means the services provided by Blue Monkee to the Customer, including (without limitation) website design and development, graphic design, domain name registration and management, hosting of websites, email and applications, the supply of Goods, Support Services, Subscription Services, SEO and digital marketing services, consultancy and business process automation, in each case as specified in a Proposal, agreed between the parties in writing (including by email), or provided by Blue Monkee and accepted by the Customer in the course of dealing; and “Service” shall be construed accordingly;

“Goods” means any hardware, equipment, devices or other physical products supplied by Blue Monkee to the Customer;

“Support Services” means IT support, maintenance and consultancy services relating to the Customer’s systems and equipment, including PCs, laptops, servers, networks, wifi, telephone systems, CCTV and security systems, printers, software and related business technology;

“Subscription Services” means third-party cloud, productivity, communication, security or other software services resold by Blue Monkee, including (without limitation) Microsoft and Google services and cyber security products, supplied under subscription through Blue Monkee’s distribution partners;

“Customer Content” means all text, images, photographs, graphics, logos, audio, video, data, software and other materials supplied by or on behalf of the Customer, or uploaded or added by the Customer or its representatives (including via the Blue Monkee CMS), for use in or on any website, system, application or other deliverable;

“Software” means the software that is used to provide the Service;

“Blue Monkee CMS” means the website “Content Management System” owned by Blue Monkee or in the case of Open Source software utilised under license;

“Web Hosting” means the provision of a web service that responds to a browser’s request for web content with the content requested. It also includes the provision of any file hosting service accessible through FTP. It does not include other services such as domain management and Internet connectivity to/from the Customer’s premises. Web Hosting includes, where agreed, the hosting of email services and web applications on infrastructure provided or procured by Blue Monkee;

“First Line Support” means initial analysis and fault logging;

“Confidential Information” for each party the terms of this Agreement and all information and/or data belonging to or relating to that party, its associates, its or their businesses, activities, affairs, products, services, suppliers, customers or prospective customers disclosed (whether in writing, verbally or by any other means and whether directly or indirectly) by that party, its representatives or advisers, to the other party, its representatives or advisers whether before, on or after the date of this Agreement;

“Proposal” means the order form completed and signed by the Customer;

“Purchase Price” means the price for Software and Service as detailed in the Proposal;

1.2. In these Terms & Conditions (except where the context otherwise requires):

1.2.1. the clause headings are included for convenience only and shall not affect the interpretation of these Terms & Conditions;

1.2.2. use of the singular includes the plural and vice versa;

1.2.3. use of any gender includes the other genders;

1.2.4. any reference to “persons” includes natural persons, firms, partnerships, companies, corporations, associations, organisations, governments, states, foundations, and trusts (in each whether or not having separate legal personality);

1.2.5. any reference to a statute, statutory provision or subordinate legislation (“legislation”) shall (except where the context otherwise requires) be construed as referring to:

a) such legislation as amended and in force from time to time and to any legislation which (either with or without modification) re-enacts, consolidates or enacts in rewritten form any such legislation; and

b) any former legislation which re-enacts, consolidates or enacts in rewritten form.

1.2.6. any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

2. Force Majeure

Neither Blue Monkee nor the Customer shall be under any liability for any delay or the failure to perform any or part of its obligations under this agreement if such delay or failure shall be due to, including but without limitation, war, riot, storm, fire, earthquake, explosion, flood, electrical failure, non-availability of spares or parts, act of God, strikes, lock outs, labour disturbances, statute, order or any regulation of any Government, public or local Authority, delays or defaults of suppliers and sub-contractors, together the “Events” and, without prejudice to the generality of the foregoing, any other causes beyond the reasonable control of the relevant party.

3. Law

This agreement shall be governed and construed in all respects in accordance with the Law of Northern Ireland and shall be subject to the exclusive jurisdiction of a Northern Ireland Court of Law.

4. Severability

4.1. If any term or provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or in conflict with the law, the validity or enforceability of the remainder of this agreement shall not be affected thereby.

4.2. If any provision of this Agreement is found to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question shall apply with such modification(s) as may be necessary to make it valid and enforceable.

5. Waiver

No failure or delay by either party in exercising, wholly or partially, any of its rights with regard to any breach or default of this agreement by the other party shall constitute a waiver of such rights and no waiver of any such breach or default shall be deemed to constitute a waiver of any other rights or any subsequent or continuing breach of default.

6. Assignment

The Customer may not sub-licence, assign, transfer or otherwise dispose of its rights under this Agreement or any part of it without the written consent of Blue Monkee. In addition, Blue Monkee may not sub-licence, assign, transfer or otherwise dispose of its rights under this Agreement or any part of it without the written consent of the client.

7. Notices

7.1. Any notice or other communication under this Agreement must be in writing and may be served by pre-paid first class post to the registered office or last known address of the relevant party, or by email to the address most recently notified by that party for correspondence.

7.2. Notices shall be deemed received: (a) if sent by post, two Business Days after posting; and (b) if sent by email, at 9am on the next Business Day after sending, provided the sender has not received an automated delivery failure notification.

8. The Proposal

8.1. The Proposal forms part of this agreement.

8.2. The Customer assumes sole responsibility for ensuring that the Software functionality meets its requirements before signing the Proposal.

8.3. Unless the Proposal explicitly states otherwise, the Customer bears all cost for modification to the Software in the event that the Customer discovers, subsequent to signing the Proposal, that the Software functionality does not meet its requirements.

9. Confidentiality

9.1. During the period of this Agreement and for a period of perpetuity:

9.1.1. Both parties agree to ensure that all data content and information provided is clearly marked confidential or in accordance with each party’s policies on status of information to keep the Confidential Information confidential;

9.1.2. not to use the Confidential Information for any purpose except the performance of its obligations under this Agreement; and

9.1.3. not to use the Confidential Information so as to procure any commercial advantage over the other party.

9.2. The obligations contained in clause 9.1 above shall not apply to any Confidential Information which:

9.2.1. is already in the possession of the disclosing party other than as a result of a breach of this Agreement;

9.2.2. is at the date of this Agreement or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement; or

9.2.3. is required to be disclosed by any applicable law or regulation or by any governmental or administrative authority or by an order of any court of competent jurisdiction.

9.3. Each party undertakes to take all such steps as shall from time to time be necessary to ensure compliance with the provisions of Clause 9 by its employees, agents and sub-contractors.

9.4. The Customer agrees that the Software and manuals and other documents relating to the Software are confidential and all proprietary rights belong to Blue Monkee and shall not be used or disclosed except as permitted by this Agreement.

9.5. This clause 9 shall survive the termination of this Agreement for whatever reason.

10. License

The Customer is granted a limited, non-exclusive license to do only the following:

10.1. The Customer owns the right to use the Service on a single website domain only. The domain for which the Service is to be provided must be supplied to Blue Monkee at the time of purchase.

10.2. The Customer has the right to use the Service on this website to provide web pages to any visitor to this website alone.

10.3. The Customer has the right to use the Service to modify the content of the Blue Monkee CMS database in order to change the data presented to visitors of the website using the built-in administration facilities. The Blue Monkee CMS service and the underlying software must not be used in any other way, without the express written permission of Blue Monkee.

10.4. The Customer may transfer the Service and all rights under this License to another party together with a copy of this License and all written materials accompanying the Service, provided (i) the Customer gives Blue Monkee written notice of the transfer (including in such notice the identity of the transferee), and (ii) the other party reads and agrees to accept the terms and conditions of this License. This clause can only be executed if the Service is sold as part of an entire website sale (for the domain for which the Service was licensed). The Service itself cannot be sold as a separate entity.

10.5. The Customer assumes sole responsibility for the use and results obtained from use of the Service.

11. Restrictions

The Software must, by its nature, be installed in source code (human readable) form on the web server.

11.1. The Customer has no rights to the Software or the Intellectual Property Rights (IPR) contained therein other than as granted explicitly in this software license.

11.2. The Customer may not modify the Software in any way.

11.3. The Customer may NOT sublicense, assign, or distribute copies of the Software to others. The Software contains trade secrets.

11.4. The Customer may not modify, adapt, translate, rent, lease, loan, resell, distribute, or otherwise assign or transfer the software, or create derivative works based upon the software or any part thereof.

11.5. The Customer may not communicate details of any part of any written document or Software supplied by Blue Monkee without the written consent of Blue Monkee.

11.6. Blue Monkee retains ownership of all copies of the Software itself.

12. Protection and Security

12.1. The Customer agrees to take all reasonable steps to safeguard the Software to ensure that no unauthorised person shall have access thereto and that no unauthorised copy, publication, disclosure or distribution in whole or in part, in any form, shall be made. The Customer acknowledges that the Software contains valuable copyrighted information, confidential information and trade secrets and that unauthorised use and/or copying are harmful to Blue Monkee.

12.2. Blue Monkee may from time to time notify the Customer of steps to take to safeguard the Software and the Customer agrees to follow these steps to the best of their ability.

13. Subscription Fees

13.1. Subscription fees are payable whilst the Service is Activated and are payable monthly in advance.

13.2. The Service is considered Activated from the time the customer is given access to the Blue Monkee CMS Administration facility for the website, when the website is made live, or one month after the approval of the website design, whichever is the sooner.

13.3. Minimum Activation Period: The minimum period for Service Activation is:

13.3.1. Twelve months from the date of the initial Activation (clause 13.2), in the case of a standard Web Hosting agreement not exceeding reasonable usage, as defined in clause 19.4.

13.3.2. Twelve months from the time at which the solution is implemented, unless otherwise agreed in writing, in the case of a higher capacity Web Hosting agreement as defined in clause 19.4.3.

13.4. After the Minimum Activation Period, the Customer may elect to suspend or terminate the Service with a minimum of three months written notice.

13.5. Suspension of Service

13.5.1. If the service is suspended, the Blue Monkee CMS Administration facility will be locked and the Customer shall not be able to make further changes to their website. The website will become inaccessible on the internet and email accounts will become inactive.

13.5.2. While the Service is in Suspension, the Customer agrees to pay a monthly holding fee. The holding fee will be 100% of the agreed subscription costs.

13.6. Reactivation of Service: Following suspension, the Customer may elect to reactivate the Service. The Customer may again elect to suspend the Service with a minimum of three months written notice.

13.7. Subscription fees are increased with effect from the 1st January each year according to the published rate of inflation as given by the Consumer Prices Index (CPI).

13.8. Subscription fees may be increased by an amount deemed to be reasonable providing 3 months notice is given.

13.9. If your account is terminated you will still be liable for all overdue invoices and an additional termination fee of £150+VAT to cover our technician costs and administration fees.

14. Ownership of Content

14.1. The Customer is legally responsible for the content of the website.

14.2. Blue Monkee does not infer ownership of the design or content of the Customer’s website.

14.3. The data that a Customer is entitled to take from its website upon termination of its contract with Blue Monkee includes the following:

i) The graphical design of the website and the entitlement to reproduce this design within another website.

ii) All text and imagery incorporated as part of the website.

14.4. Upon termination, the Customer is not entitled to the following:

i) Access to, or future use of, the Service

ii) Any of the programming code used within the Blue Monkee CMS Software, in a whole or partial form.

iii) Any of the JavaScript programming code that is output to the website pages by the Software in order to provide standard features on the website. Such features include, but are not limited to: popup menus, image galleries and popup social networking dialogues.

15. Limited Warranty

15.1. The following provisions set out the entire financial liability of Blue Monkee (including any liability for the acts or omissions of its employees, agents or subcontractors) to the Customer in respect of:

15.1.1. any breach of this Agreement; and

15.1.2. any representation, statement or tortious act or omission including negligence arising under or in connection with the contract.

15.2. Subject as expressly provided in these conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

15.3. Nothing in these conditions excludes or limits the liability of Blue Monkee for death or personal injury caused by negligence or for fraudulent misrepresentation.

15.4. Subject to clauses 15.2 and 15.3:

15.4.1. Blue Monkee shall not be liable to the Customer for any loss or damage, costs or expenses (whether direct, indirect or consequential and whether relating to loss of profit, loss of business, loss of data, depletion of goodwill or other such losses), suffered by the Customer which arise out of or in connection with the supply of the Goods, Software or Services or their use by the Customer; and

15.4.2. Blue Monkee’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise arising in connection with the performance or contemplated performance of this Agreement shall be limited to, and in no event shall exceed: (a) in respect of Goods, the price paid for the Goods giving rise to the claim; and (b) in respect of any Service, the fees paid by the Customer to Blue Monkee for that Service in the twelve months preceding the event giving rise to the claim.

15.5. The Customer acknowledges that Blue Monkee is not responsible for any failure of the network or any third party software.

15.6. Blue Monkee is not liable for any loss or damage caused to the Customer by any failure of the network or third party software.

15.7. This warranty does not cover any Software that has been altered or changed in any way by anyone other than Blue Monkee. Blue Monkee is not responsible for problems associated with or caused by incompatible operating systems or equipment, or for problems in the interaction of the Software with software not furnished by Blue Monkee.

15.8. No verbal or written information or advice given by Blue Monkee or its dealers, distributors, employees or agents shall in any way extend, modify or add to the foregoing warranty.

15.9. The warranty is exclusive and in lieu of all other warranties, express or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose. The Customer assumes all risks as to the suitability, quality, and performance of the Software. In no event will Blue Monkee, or its Directors, Officers, Employees or Affiliates, be liable to the Customer for any consequential, incidental, indirect, special or exemplary damages (including but not limited to damages for loss of business profits, business interruption, loss of data or business information, and the like) arising out of the use of or inability to use the Service or accompanying written materials, even if Blue Monkee has been advised of the possibility of such damages.

16. Support Policy

Blue Monkee provides a Support Policy during the period of Service Activation.

16.1. The support policy provides the following elements:

i) Free support via email.

ii) Support via telephone, with call costs paid by the Customer.

16.2. Blue Monkee considers Software training to be essential. If Blue Monkee considers the Customer representative has not received Software training or requires additional Software training, Blue Monkee reserves the right to insist that the Customer representative attends Software training before any further support is delivered to that Customer representative.

17. Enhancements

From time to time Blue Monkee may, in its sole discretion, advise the Customer of updates, upgrades, enhancements or improvements to the Software and/or new releases of the Software (collectively, “Enhancements”).

17.1. Blue Monkee may, at its sole discretion, install and license the Customer to use such Enhancements at no cost, whilst the Service is activated.

17.2. From time to time, Blue Monkee may make available Enhancements giving additional functionality to the Customer, for an agreed extra cost.

17.3. All such Enhancements to the Software provided to the Customer shall also be governed by the terms of this License.

18. Hosting (Website, Email, Domain, DNS)

18.1. The Customer agrees that it is their responsibility to source all of the appropriate services required to run their website, including domain name management, email and Internet connectivity.

18.2. Blue Monkee does not offer Internet Service Provider (ISP) services, such as provision of an Internet connection to the Customer’s computer or computer network.

18.3. Blue Monkee offers email services as a free addition to hosting packages. This includes the provision of a mail server for the purpose of sending email messages from the Customer’s computer or computer network, or receipt of email messages. Blue Monkee does not support these free email services, and as such the client uses these services entirely at their own risk. Blue Monkee will not be held liable for any loss or damage that occurs through the use of these email services. Blue Monkee will happily recommend alternative email solutions from various providers if a support solution is a requirement.

18.4. Blue Monkee may offer optional services for domain name purchase, renewal and management.

19. Web Hosting

Blue Monkee shall provide the Customer with a web hosting facility suitable for use with the Software.

19.1. The Customer agrees to abide by rules regarding acceptable use of the Web Hosting service:

19.1.1. The Customer agrees to abide by the separate terms and conditions of the Acceptable Usage Policy which can be found at https://bluemonkee.com/acceptable-usage-policy/

19.1.2. The Customer agrees that the web hosting facility may be provided by a third party and that the Terms and Conditions, including the Acceptable Usage Policy, of that third party shall apply to the Customer.

19.2. Blue Monkee shall make all reasonable efforts to ensure that the Service is available, subject to any limitations imposed by the third party web hosting.

19.3. Blue Monkee may, from time to time, temporarily withdraw service for the purpose of making Enhancements available to the Customer and for maintenance or support issues.

19.4. The Web Hosting service will be provided on the basis of reasonable usage for server load, disk space and bandwidth:

19.4.1. Reasonable usage of the Web Hosting service will provide a maximum of 10GB of monthly bandwidth and 1GB of disk space.

19.4.2. Due to the varying nature of a website’s content and popularity it is not possible to provide exact description of ‘reasonable usage’ for server load hence Blue Monkee states an expectation that 95% of their customers would not exceed ‘reasonable usage’ for server load.

19.4.3. Where the Customer’s website exceeds reasonable usage, Blue Monkee may offer to provide the Customer with a higher capacity service at an agreed increased fee. In circumstances where the server load is much higher than expected, Blue Monkee may either (a) offer the Customer a bespoke Web Hosting solution at an agreed increased fee or (b) if an agreed solution is not found the Web Hosting service may be terminated at no cost to either party.

19.5. The Web Hosting service includes backups of the client’s SQL database and data files uploaded using the Blue Monkee CMS. The backups exclude data files uploaded using FTP account(s) to areas outside of CMS management. Such backups are made at least daily. The backups shall be copied to a location separate from the data centre. Blue Monkee will accept no responsibility whatsoever for loss of data or information resulting from the use of this service.

19.6. The Web Hosting fees are payable whilst the Service is Activated and are payable yearly in advance.

20. Domain Name Registration and Renewal

20.1. Blue Monkee will register and maintain the registration of the website’s primary domain name for the Customer. Additional domains will be registered and maintained only by special agreement in writing.

20.2. The contract for the registration is between the Customer and the Naming Authority. The Customer is bound by the terms and conditions of the Naming Authority.

20.3. Blue Monkee cannot guarantee that they will be able to register any requested domain name and, until specific confirmation of registration has been given, the Customer cannot assume the registration has been effected.

20.4. Blue Monkee gives no warranty that the Internet Domain Name requested will not infringe the rights of any third party and the Customer indemnifies Blue Monkee in respect of any such infringements.

20.5. The fees for domain name purchase and renewal include DNS hosting if required.

20.6. The fees for domain name purchase and renewal include the management of the DNS records for such domains, to point the domains at the Blue Monkee web servers and to the Customer’s preferred email servers.

20.7. The Customer retains ownership of the domain names. Blue Monkee shall not withhold from assisting the customer in transferring their domain name providing that any fees due to Blue Monkee for any services provided by Blue Monkee to the Customer have been paid in full.

20.8. Blue Monkee do not in themselves charge fees related to the transfer of the Customer’s domain names to or from a third party, unless the time taken to deal with such matters exceeds half an hour in one calendar month. In such cases Blue Monkee shall agree any charges with the client in advance of any further work being carried out.

20.9. Fees charged by third parties such as Nominet (for domain name registration details updates) or other domain management companies (for domain name transfers) are the responsibility of the Customer. Such fees will be passed on to the Customer for payment if they are incurred by Blue Monkee.

20.10. It is the Customer’s responsibility to ensure that domain name renewal fees are paid by the due date. Where a domain name is not renewed by its expiry date, the domain may enter a grace period and subsequently a redemption period, during which the third-party registrar imposes additional charges to restore, redeem or renew the domain. Any such third-party charges incurred shall be passed on to the Customer in full, together with an administration fee of 50% of those charges. Blue Monkee accepts no liability for the loss of a domain name, or for any interruption to website or email services, arising from late payment of renewal fees or failure to renew.

21. Domain Name Management

21.1. The Customer accepts that Blue Monkee may need to move the Web Hosting for a website to a different IP Address at short notice and at any time.

21.2. Where the Customer manages their own domain name, Blue Monkee may, at their own discretion, make Name Servers available to the Customer to allow Blue Monkee to manage the DNS records on behalf of the Customer. In such circumstances:

21.2.1. The Customer accepts the responsibility to point the domain names to the specified Name Servers.

21.2.2. The Customer agrees to provide contact details for an authorised representative for Name Server updates and to keep Blue Monkee updated with any changes to these details.

21.2.3. The Customer agrees that the authorised representative shall, on request by Blue Monkee, update Name Server records within 3 Business Days at all times.

21.2.4. The Customer agrees that failure to update Name Server records will result in their website being unavailable and that even in such cases the Customer is still responsible for Web Hosting fees.

21.2.5. The Customer is responsible for all costs incurred to update Name Server records.

21.3. Where the Customer manages their own domain name and Blue Monkee does not provide Name Servers for the domain:

21.3.1. The Customer accepts the responsibility to update the DNS records used to map the domain name to the IP Address of the Web Hosting service.

21.3.2. The Customer agrees to provide contact details for an authorised representative for DNS updates and to keep Blue Monkee updated with any changes to these details.

21.3.3. The Customer agrees that the authorised representative shall, on request by Blue Monkee, update DNS records within 3 Business Days at all times.

21.3.4. The Customer agrees that failure to update DNS records will result in their website being unavailable and that even in such cases the Customer is still responsible for Web Hosting fees.

21.3.5. The Customer is responsible for all costs incurred to update DNS records.

21.4. Notified Changes to IP Addresses and DNS Requirements

21.4.1. Where a change to hosting infrastructure requires the DNS records for the Customer’s domain to be updated — including, without limitation, a change of server IP address, the enabling or disabling of proxy or content delivery services, or a migration between servers or providers — and Blue Monkee does not manage the DNS for that domain, Blue Monkee shall give the Customer notice of the required change in accordance with clause 7, identifying the records to be changed and the date by which the change must be made.

21.4.2. Blue Monkee’s responsibility in respect of such a change is limited to giving that notice and providing reasonable assistance if requested (chargeable at Blue Monkee’s standard rates where material time is involved). It is the Customer’s sole responsibility to make, or to procure that its DNS provider makes, the notified changes by the stated date.

21.4.3. If the Customer fails to make the notified changes by the stated date, Blue Monkee shall have no liability whatsoever for any resulting unavailability of, or interruption to, the Customer’s website, email or other services, or for any loss arising from such unavailability. Such unavailability shall not constitute a breach of this Agreement by Blue Monkee, shall not constitute a failure by Blue Monkee to provide the Service, and shall not entitle the Customer to withhold, set off, reduce or reclaim any fees. All hosting and other recurring fees remain payable in full during any period of such unavailability.

22. Third Party Software/Services

Where the Proposal includes any third party software and/or services as part of the Proposal, Blue Monkee will provide First Line Support only. Where the fault is caused by the third party software and Blue Monkee is unable to correct the fault Blue Monkee will use its reasonable endeavours to ensure that the problem is reported to the relevant third party for resolution.

23. Payment Terms and Pricing

23.1. Unless otherwise stated in the Proposal, the Purchase Price shall be payable to Blue Monkee by the Customer as follows:

i) 50% non-refundable deposit payable on receipt of the order acknowledgement; and

ii) 25% upon approval of the website design; and

iii) 25% upon completion of the website build, excluding addition of all content, or 3 months from the order Proposal acceptance date, whichever is the sooner.

23.2. Blue Monkee is not obliged to carry out any work before the deposit is received. In the event that any preliminary work is carried out prior to receipt of the deposit and the order is then cancelled Blue Monkee will invoice the Customer for this work.

23.3. The Purchase Price is exclusive of VAT. VAT shall be charged at the prescribed rate at the date of invoicing. The Customer shall pay the VAT to Blue Monkee as if it were part of the Purchase Price and all requirements and other provisions concerning payment of the Purchase Price shall apply accordingly.

23.4. The Purchase Price, once accepted by both parties as signified by the receipt of a signed Proposal, is applicable for 3 months from the date of signing. We reserve the right to increase the price of any work outstanding after that period.

23.5. If the Customer fails to make payment on a due date then without prejudice to any other right or remedy available to Blue Monkee, Blue Monkee shall be entitled to suspend or terminate the Service.

23.5.1. Should a payment be late by 30 or more days, Blue Monkee may suspend the Service.

23.5.2. Should a payment be late by 60 or more days, Blue Monkee may terminate the Service and charge a reconnection fee.

23.6. In the event that any payments due under these terms and conditions become overdue, interest on such amounts shall be payable by the Customer forthwith on demand, from the due date to the actual date of payment, after as well as before any judgment, at the rate of 8% over the Bank of England base rate. Such interest shall accrue on a daily basis and be compounded monthly. In addition Blue Monkee reserves the right to charge compensation at the levels laid out by ‘The Late Payment of Commercial Debt (Interest) Act 1998’.

23.7. All payments shall be paid in full without setoff, deduction or counterclaim whatsoever.

23.8. Where any invoice includes a reduction due to an agreement to pay by Direct Debit or Standing Order, should the payment not be made by such means, Blue Monkee reserves the right to recharge the reduction.

23.9. All recurring monthly or yearly invoices must be paid by means of an automated payment method unless otherwise agreed in writing prior to contract commencement. Accepted methods include, but are not limited to, GoCardless Direct Debit, Stripe Card Payments or PayPal Card Payments.

23.9.1. All design related works are subject to the Production Revision Policy.

24. Production Revision Policy

24.1. Blue Monkee delivers exceptional creative production services at a very low cost. In order to keep production costs low, Blue Monkee has a revision policy in place to ensure timely production while meeting client expectations. Unlimited revisions are not included during the production of Blue Monkee graphic design jobs or website proofs.

Blue Monkee will accommodate up to TWO ROUNDS of minor visual revisions per design based on the criteria listed below. Excessive revisions will incur additional fees and may result in project delivery delays.

The best way to avoid excessive revisions:

i) Clearly communicate all necessary information on a Creative Brief before production begins.

ii) All participants (owners, decision-makers, etc.) involved in the approval process should carefully consider any instruction prior to production and during revision requests.

iii) When revisions are required, please provide written direction that is specific, concise and includes ALL required changes at one time:

Text: exact verbiage and punctuation for text on all media
Voice Over Script: exact verbiage, punctuation and phonetic pronunciation for voice over script
Logo(s): please provide a high quality Media Kit and/or guidelines for logo usage (if available)
Photo(s): size/order/position (if providing photos smaller than specified, certain revision requests may not be possible)
Additional Creative Direction: sizing of text and images; primary, secondary and tertiary focus of information and design elements; colour scheme

iv) Chargeable Revision requests include but are not limited to: revising text/fonts; replacing one photo with another; complete re-design; client changes their mind; major layout/position/design tweaks.

v) If the Blue Monkee production team or vendor is at fault, no fees will be charged to the client.

24.2. Additional revisions, ad-hoc work and other chargeable services are billed at our standard rate, currently £120+VAT per hour, or £89+VAT per hour where the work is carried out by a junior team member, billed in 15-minute increments. Blue Monkee will confirm the applicable rate before chargeable work begins where practical.

25. PCI Compliance

Blue Monkee shall comply with and shall have a program to assure Blue Monkee’s continued compliance with, or enter into an agreement with a third party provider of payment processing services that ensures compliance with, the Payment Card Industry Data Security Standards (“PCI DSS”) published by the PCI Security Standards Council, as the PCI DSS may be amended, supplemented, or replaced from time to time, and as applicable to the transactions processed. Blue Monkee shall report in writing to the PCI Security Standards Council, at a minimum annually, proof of such compliance with the PCI DSS. If Blue Monkee becomes aware that Blue Monkee or its service provider is not, or will not likely be, in compliance with PCI DSS for any reason, Blue Monkee will promptly report in writing to the PCI Security Standards Council the non-compliance or likely non-compliance.

26. Termination

26.1. The Customer may terminate this License by giving three months’ written notice from the next due payment, subject to the Minimum Activation Period given in clause 13.3. During this notice period, the Subscription fees are payable. Once notice of Termination of Service has been received, an invoice will be raised for three months’ subscription fees. This invoice is subject to our standard Payment Terms and we draw particular attention to clause 23.8.

26.2. This License is effective until terminated. This License will terminate immediately without notice from Blue Monkee if the Customer fails to comply with any of its provisions. Such termination shall be without prejudice to the obligation of the Customer to purchase the Service for the Minimum Activation Period or for a minimum of three months following the termination whichever is the longer.

26.3. Upon termination the Customer must return or destroy any documentation associated with the usage of the Service.

26.4. Should Blue Monkee cease trading, the Customer gains the right to modify the software for the purposes of maintenance and upkeep of the original website only. The intellectual property rights for the software remain the property of Blue Monkee.

27. Changes to Terms and Conditions

27.1. Blue Monkee reserves the right to change these Terms and Conditions at any time. The most current version of these Terms and Conditions may be found on the website.

27.2. When changes are made to the Terms and Conditions a notice shall be placed on the website. The Customer shall be deemed to have accepted such changes if they have not notified any objections to such changes within one calendar month of the notice.

27.3. The most current version of the Terms and Conditions shall supersede all previous versions.

28. Entire Agreement

28.1. This Agreement and the documents referred to in it constitute the entire agreement and understanding of the parties and shall supersede any previous agreement between the parties relating to the subject matter of this Agreement. No variation of this Agreement shall be valid unless in writing signed by both parties.

28.2. Each of the parties acknowledges and agrees that in entering into this Agreement, and the documents referred to in it, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this Agreement or not) which it may have relied on in entering into this Agreement. The only remedy available to it shall be for breach of contract under the terms of this Agreement. Nothing in this clause shall, however, operate to limit or exclude any liability for fraud.

29. Acknowledgement

29.1. By purchasing the Service and/or using the Software, the Customer acknowledges that it has read these Terms and Conditions and the Acceptable Usage Policy (available at https://bluemonkee.com/acceptable-usage-policy/), understands them and agrees to be bound by them.

30. Data Protection

30.1. In this clause, “Data Protection Legislation” means the UK GDPR and the Data Protection Act 2018, as amended or replaced from time to time, and “personal data”, “controller”, “processor”, “processing” and “data subject” have the meanings given in that legislation.

30.2. Both parties shall comply with applicable Data Protection Legislation. To the extent that Blue Monkee processes personal data on behalf of the Customer in providing the Service (for example, personal data contained in the Customer’s website, databases, form submissions or email), the Customer is the controller and Blue Monkee is the processor of that data.

30.3. When acting as processor, Blue Monkee shall: (a) process such personal data only on the Customer’s documented instructions, which include the instruction to provide the Service under this Agreement, unless required by law to do otherwise; (b) ensure that personnel with access to the data are bound by obligations of confidentiality; (c) implement appropriate technical and organisational measures to protect the data against unauthorised or unlawful processing and against accidental loss, destruction or damage; (d) notify the Customer without undue delay on becoming aware of a personal data breach affecting the Customer’s data; (e) taking into account the nature of the processing, provide reasonable assistance to the Customer in responding to data subject requests and in meeting its obligations relating to security, breach notification and impact assessments; and (f) on termination of the Service, delete or return the personal data at the Customer’s option, save where retention is required by law.

30.4. The Customer authorises Blue Monkee to engage sub-processors, including third-party hosting, infrastructure, email, domain registration and Subscription Service providers and their distributors, for the purposes of providing the Service. Blue Monkee shall ensure its sub-processors are subject to data protection obligations materially equivalent to those in this clause and shall remain responsible for their performance. A current list of sub-processors is available on request.

30.5. Where processing involves a transfer of personal data outside the United Kingdom, Blue Monkee shall ensure the transfer is subject to appropriate safeguards as required by Data Protection Legislation.

30.6. The Customer warrants that it has all necessary rights and lawful bases to provide personal data to Blue Monkee for processing in connection with the Service, and that its instructions to Blue Monkee will comply with Data Protection Legislation.

31. Supply of Goods (Hardware)

31.1. Blue Monkee may supply Goods to the Customer as specified in a Proposal or as otherwise agreed in writing (including by email). All prices for Goods are exclusive of VAT and, unless stated otherwise, exclusive of delivery and installation.

31.2. Any delivery or availability dates given are estimates only. Blue Monkee shall not be liable for any delay in delivery caused by its suppliers or by events outside its reasonable control.

31.3. Risk in the Goods passes to the Customer on delivery. Title to the Goods remains with Blue Monkee and does not pass to the Customer until Blue Monkee has received payment in full (in cash or cleared funds) for the Goods and any installation services relating to them. Until title passes, the Customer shall store the Goods in a manner that identifies them as Blue Monkee’s property and shall not dispose of or encumber them.

31.4. Goods are supplied with the benefit of the manufacturer’s warranty only. Blue Monkee will provide reasonable assistance to the Customer in pursuing manufacturer warranty claims but gives no additional warranty of its own in respect of Goods. To the fullest extent permitted by law, all other warranties and conditions relating to Goods, whether express or implied, are excluded.

31.5. Goods found to be faulty on delivery will be repaired or replaced in accordance with the manufacturer’s warranty. Returns of non-faulty Goods are accepted at Blue Monkee’s discretion only, must be in unopened original packaging, and may be subject to a restocking charge and any fees imposed by Blue Monkee’s suppliers.

31.6. Unless Blue Monkee has expressly agreed in writing to specify Goods for a particular purpose, the Customer is responsible for satisfying itself that the Goods are suitable for its requirements.

32. IT Support Services

32.1. Blue Monkee shall provide Support Services with reasonable skill and care. Unless covered by a separate written support agreement, Support Services are provided on an ad-hoc basis and are chargeable at Blue Monkee’s standard rates as set out in clause 24.2, plus the cost of any parts, Goods, software licences or third-party services required.

32.2. Any response or resolution times given are targets only. Blue Monkee will use reasonable endeavours to diagnose and resolve faults but does not guarantee that any fault can be resolved, or resolved within any particular time. Time spent diagnosing a fault is chargeable whether or not the fault is resolved.

32.3. The Customer shall provide Blue Monkee with timely access to relevant premises, systems, equipment, credentials and information reasonably required to provide the Support Services, and shall ensure a suitable and safe working environment.

32.4. The Customer is responsible for maintaining adequate and current backups of its data and systems, and for verifying those backups, before Blue Monkee carries out any work, unless Blue Monkee has expressly agreed in writing to provide a backup service covering the systems in question. Blue Monkee shall not be liable for loss of data or software arising from work carried out where the Customer has failed to maintain such backups.

32.5. The Customer is responsible for ensuring that all software on its systems is properly licensed. Blue Monkee may decline to install, configure or support software that it reasonably believes to be unlicensed.

32.6. Support Services do not include the correction of faults arising from: misuse, accident or neglect; changes made by the Customer or third parties; failure to follow Blue Monkee’s reasonable recommendations; environmental conditions (including power, connectivity and physical conditions); or defects in equipment, software or services not supplied by Blue Monkee. Work on such faults is chargeable at standard rates.

32.7. Where a fault lies in equipment, software or services provided by a third party, Blue Monkee will provide First Line Support and will use reasonable endeavours to refer the issue to the relevant third party, but is not responsible for the third party’s response or resolution.

33. CCTV and Monitoring Systems

33.1. Where Blue Monkee supplies, installs or supports CCTV or other monitoring or security systems, it does so as a supplier and installer only. The Customer is, and remains at all times, the controller of any personal data captured by such systems.

33.2. The Customer is solely responsible for ensuring its use of CCTV and monitoring systems complies with applicable law and guidance, including Data Protection Legislation and relevant Information Commissioner’s Office codes of practice, and including (without limitation) responsibility for appropriate signage, retention periods, access controls, responding to data subject requests, and carrying out any required impact assessments.

33.3. The Customer shall indemnify Blue Monkee against any claims, fines, losses and costs arising from the Customer’s unlawful or non-compliant use of CCTV or monitoring systems supplied, installed or supported by Blue Monkee.

34. Customer Content and Intellectual Property Indemnity

34.1. The Customer warrants that it owns, or has obtained all necessary licences, consents and permissions for, all Customer Content, and that the use of the Customer Content in connection with the Services will not infringe the intellectual property rights or other rights of any third party, or breach any applicable law.

34.2. Where Blue Monkee sources stock photography, fonts, or other licensed materials on the Customer’s behalf, Blue Monkee will obtain a licence appropriate to the agreed use. The Customer must not use such materials beyond the scope of that licence (including reuse in other media or on other websites) without obtaining the necessary additional rights. The warranty and indemnity in this clause 34 do not apply to materials sourced and licensed by Blue Monkee, to the extent they are used within the scope of the licence obtained.

34.3. The Customer shall indemnify Blue Monkee, its directors and employees against all claims, demands, actions, losses, damages, fines, licence fees, settlement sums and costs (including reasonable legal and administrative costs) arising out of or in connection with: (a) any Customer Content; (b) the use on any website, system or other deliverable of images or other materials supplied, selected or approved by the Customer for which the necessary rights were not held; or (c) any breach of the warranty in clause 34.1. This indemnity applies whether the material was incorporated by the Customer directly (including via the Blue Monkee CMS) or by Blue Monkee at the Customer’s request.

34.4. If Blue Monkee receives any claim or demand relating to Customer Content, it may notify the Customer and remove or disable access to the material in question pending resolution, and shall not be liable to the Customer for doing so.

34.5. This clause 34 survives termination of the Services.

35. Third-Party Subscription Services

35.1. Blue Monkee resells Subscription Services as a reseller only. The Subscription Services themselves are provided, operated and hosted by the relevant third-party vendor, and the Customer’s use of them is subject to, and conditional upon the Customer’s acceptance of, the vendor’s own terms of service, licence agreements and acceptable use policies (for example, the Microsoft Customer Agreement or the applicable Google terms), as amended by the vendor from time to time.

35.2. Blue Monkee will provide ordering, billing, administration and First Line Support for Subscription Services. The availability, performance, features, security and data handling of the Subscription Services are the responsibility of the relevant vendor, and Blue Monkee gives no warranty in respect of them beyond passing on such commitments as the vendor makes. Service levels, uptime commitments and any associated remedies are those offered by the vendor only.

35.3. Subscription Services are supplied on the commitment terms (monthly, annual or otherwise) selected at the time of order. The Customer acknowledges that vendors and distributors do not generally permit cancellation or seat reductions part-way through a committed term, and the Customer remains liable for all fees for the full committed term of each subscription regardless of usage or early cancellation, except where the vendor’s own terms permit otherwise.

35.4. Subscription fees are payable in advance and are non-refundable once the relevant commitment is placed with the vendor or distributor. Blue Monkee may adjust subscription pricing on notice to reflect changes in vendor or distributor pricing, exchange rates, or the addition or removal of licences.

35.5. If the Customer fails to pay for Subscription Services when due, Blue Monkee may, in addition to its other rights, suspend or cancel the subscriptions with the vendor. The Customer acknowledges that suspension or cancellation by a vendor may result in loss of access to services and data, and Blue Monkee shall not be liable for any such loss.

35.6. On termination of the arrangement between the parties, Blue Monkee will provide reasonable assistance in transferring subscriptions, tenancies and associated data to the Customer’s direct control or to another provider, provided all fees due to Blue Monkee have been paid in full. Such assistance is chargeable at Blue Monkee’s standard rates.

35.7. In respect of cyber security products and services: the Customer acknowledges that no security product, service or configuration can guarantee the prevention or detection of all security threats, breaches or data loss. Such products reduce, but do not eliminate, risk. The Customer remains responsible for its own overall security posture, including staff training, internal policies, access management and insurance, and Blue Monkee shall not be liable for any loss arising from a security incident except to the extent caused by Blue Monkee’s negligence, and then only subject to the limitations in clause 15.

35.8. Where a vendor processes personal data in the course of providing Subscription Services, the vendor does so under its own terms and data processing arrangements, which are available from the vendor. The Customer authorises the engagement of such vendors as sub-processors in accordance with clause 30.4.

36. SEO and Digital Marketing Services

36.1. Where Blue Monkee provides search engine optimisation (“SEO”), pay-per-click management, social media management or other digital marketing services, it will do so with reasonable skill and care, using techniques consistent with the published guidelines of the relevant search engines and platforms.

36.2. Search engines, advertising platforms and social media platforms are operated by third parties whose ranking algorithms, policies, pricing and features change frequently and without notice. Accordingly, Blue Monkee does not guarantee any particular ranking, placement, level of traffic, conversion rate, engagement or other outcome, and gives no warranty that results achieved will be maintained. Fees for SEO and digital marketing services are payable for the work performed and are not conditional on any particular result.

36.3. Advertising spend (including pay-per-click budgets) is separate from and additional to Blue Monkee’s fees, is payable to or through the relevant platform, and is non-refundable by Blue Monkee. Unless otherwise agreed in writing, the Customer is responsible for funding advertising accounts and for any charges levied by the platforms.

36.4. The Customer is responsible for the accuracy and legality of the claims made in its advertising and marketing content, including compliance with advertising standards and consumer protection law, and shall approve campaign content before publication where approval is requested.

36.5. The effectiveness of SEO and marketing services depends in part on the Customer’s cooperation, including timely provision of access, content and approvals. Blue Monkee is not responsible for delays or diminished results arising from the Customer’s failure to provide these, or from changes made to the website or campaigns by the Customer or third parties.

37. Consultancy and Business Process Automation

37.1. Where Blue Monkee provides IT consultancy, business consultancy or related advisory services, it will do so with reasonable skill and care. Advice and recommendations are based on the information made available to Blue Monkee at the time, and on the Customer’s stated requirements. The Customer is responsible for the accuracy and completeness of the information it provides, and all business decisions made on the basis of Blue Monkee’s advice remain the Customer’s own.

37.2. Blue Monkee does not guarantee that any recommendation, system or process change will achieve any particular business outcome, saving or efficiency. Estimates of benefits are given in good faith but are indicative only.

37.3. Where Blue Monkee designs, builds or configures business process automations or integrations (including workflows connecting third-party applications and services), the Customer acknowledges that such automations depend on third-party platforms, applications and interfaces that may be changed, restricted or withdrawn by their providers at any time and without notice. Blue Monkee is not responsible for the failure of an automation caused by such third-party changes, and work required to restore or adapt an automation following such changes is chargeable at Blue Monkee’s standard rates.

37.4. The Customer is responsible for testing and verifying the output of any automated process before relying on it in its business, and for monitoring automated processes on an ongoing basis, including checking outputs that have legal, financial or contractual significance. Blue Monkee shall not be liable for losses arising from the Customer’s reliance on the unverified output of an automated process.

37.5. Unless otherwise agreed in writing, licences and subscription costs for third-party automation platforms are the Customer’s responsibility and are payable in addition to Blue Monkee’s fees (or, where resold by Blue Monkee, are supplied as Subscription Services under clause 35).

Should you have any questions concerning these Terms and Conditions, contact Blue Monkee before submitting a signed agreement to any Proposal.

Notice of changes: These Terms and Conditions were updated in June 2026 to confirm that Blue Monkee is a trading name of Belfast Limited (NI637656), update notices, rates, annual increase index and liability provisions, link the published Acceptable Usage Policy, add charges for late domain renewals and customer obligations for notified DNS changes, add a Data Protection clause, and add new clauses covering the supply of hardware, IT support, CCTV, customer content and intellectual property, third-party subscription services, SEO and digital marketing, and consultancy and business process automation (clauses 31–37). In accordance with clause 27, this version supersedes all previous versions, and continued use of our services constitutes acceptance unless objections are notified within one calendar month of this notice.