Terms and Conditions
A. Kenkai.com is wholly owned by Kenkai Projects Limited and offers services on the world Wide Web as an online trading entity, for and on behalf of Kenkai Projects Limited. Kenkai Projects Limited is registered in Scotland, Registration Number 333323, Registration Address, Victoria House, 87 High Street, Tillicoultry, FK13 6AA.
B. "Services" means all services offered by Kenkai Projects Limited, including all Services and other services provided by outside agents, companies and organisations acting under instruction from or on behalf of Kenkai Projects Limited.
C. "Customer" means an end user who is utilising Services provided by Kenkai Projects Limited including all Services provided by outside agents, companies and organisations acting under instruction from or on behalf of Kenkai Projects Limited.
D. "We" and "Our" mean Kenkai Projects Limited.
E. "Design Services" means the design or creative element of any Services offered by Kenkai Projects Limited. These Services include but are not limited to graphical design, copy writing, intellectual property and ideas, optimisation, consulting services, marketing materials, server and client side applications and all other Services or parts of Services which rely on the skill, knowledge or experience of Kenkai Projects Limited including all Services provided by outside agents, companies and organisations acting under instruction from or on behalf of Kenkai Projects Limited.
A. All prices for Services provided by Kenkai Projects Limited to Customer are UK pounds Sterling.
B. Customer shall be responsible for paying all taxes of any nature which become due with regard to Kenkai Projects Limited services, except for taxes on Kenkai Projects Limited's income, irrespective of which party may be responsible for reporting or collecting such taxes.
3. ORDER/RENEWAL ACCEPTANCE, PAYMENT
A. All orders are subject to acceptance by Kenkai Projects Limited. An order will be deemed to have been accepted by Kenkai Projects Limited when written confirmation of the order is sent to the Customer, in the form of a letter, email or invoice. These Terms and Conditions are deemed to be accepted by the customer, on payment of a deposit. We may refuse to accept any order or renewal, or delay acceptance of any order or renewal until such time that any condition that we choose to impose has been fulfilled. Such refusal or such conditions may not be unreasonable and we agree to provide the Customer with reasonable notice via E-Mail, Letter or Fax of any intent to delay or decline the acceptance or any such order or renewal.
B. Payment and Terms: Payment shall be made in UK pounds Sterling to Kenkai Projects Limited into the account designated by Kenkai Projects Limited, or as may otherwise be agreed in writing by the parties. Payments are due upon provision or renewal of Services. Credit terms are offered at the discretion of Kenkai Projects Limited and Customer eligible for credit shall be notified before Services are provided. Services provided without agreed credit terms are due for payment on provision and payment must reach Kenkai Projects Limited no more than five (5) working days from receipt of invoice unless otherwise indicated either in writing or on the invoice. All credit terms or lack thereof are at the sole discretion of Kenkai Projects Limited who reserve the right to restrict the availability of credit terms to Customer. If due to bank charges, transfer fees, or the like, Kenkai Projects Limited should receive less than its invoice amount, Kenkai Projects Limited will re-invoice Customer for the shortfall. In the event that any account remains unpaid, or becomes unpaid due to a payment chargeback, five (5) days after presentation of invoice or (if credit terms have been agreed between the parties) five (5) days after the invoice due date, Kenkai Projects Limited may discontinue, withhold or suspend all and any services to Customer and/or its customer(s) to whom such unpaid amounts relate. Kenkai Projects Limited will not and can not be held liable for loss of business, revenue or goodwill resulting from the suspension, withholding or discontinuation of and Services due to unpaid accounts. No guarantee, written or implied, will be considered to be in force, until such time that the full payment has been received by Kenkai Projects Limited for the provision of such Services.
4. LIMITATION OF Kenkai Projects Limited OBLIGATIONS AND LIABILITY
A. Kenkai Projects Limited may discontinue any Services, or may require fulfilment of conditions Kenkai Projects Limited may choose to impose as a prerequisite for continuing to provide any Service. Such discontinuation or requirement may not be unreasonable, however, and Kenkai Projects Limited agrees to provide Customer with reasonable notice via E-Mail or Fax of any such intent to discontinue or impose conditions. Any and all refunds, made by Kenkai Projects Limited, for any reason, will be paid on the 28th of the month.
B. Services provided by Kenkai Projects Limited shall be deemed accepted for all purposes thirty days after activation or renewal for such services, if no written claim or objection regarding such services has been received by Kenkai Projects Limited within the 30-day period. No claim related to such accepted services shall be raised.
C. Kenkai Projects Limited liability to Customer and/or Visitor and/or any end user of any Service is limited to the amount paid to and received by Kenkai Projects Limited for services delivered. In no event shall Kenkai Projects Limited be liable to Customer, or any end user or any other entity for any special, consequential, or other damages, however caused, whether for breach of contract, negligence or otherwise, even if Kenkai Projects Limited has been advised of the possibility of such damage.
5. PROPERTY RIGHTS
Clients are entitled to use all Services offered by Kenkai Projects Limited for any reasonable use under the terms and conditions contained within this Agreement. All Design Services undertaken by Kenkai Projects Limited remain the exclusive copyright and property of Kenkai Projects Limited until full payment has been received by Kenkai Projects Limited for the provision of such Design Services. On receipt, by Kenkai Projects Limited of full payment, customer gains full rights to all Design Services produced by Kenkai Projects Limited with the exception of Design Services which are not the copyright or property of Kenkai Projects Limited or which has been produced for purposes other than the provision of Services, or which are subject to a licence agreement.
The parties shall attempt to resolve all disputes arising out of this agreement in a spirit of co-operation without formal proceeding. Any dispute which cannot be so resolved (with the exception of money due on unpaid invoices) shall be subject of arbitration upon written demand of either party.
7. TERM, TERMINATION
A. This agreement shall run in accordance with the term of the initial order. It shall be automatically renewed on a regular basis in accordance of the term of the initial order or subsequent change to that term.
B. On termination of any Service offered by Kenkai Projects Limited to Customer, all duties of Kenkai Projects Limited under the terms of the Service will be terminated. Where a customer cancels an initial order for services provided by Kenkai Projects Limited, prior to the completion of said services, any monetary deposit or payment for said services is forfeit.
8. PARTIAL INVALIDITY
If any provision of this agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions shall nevertheless remain in full force and effect. Kenkai Projects Limited and Customer and/or Visitor agree to negotiate in good faith any term held invalid and to be bound by mutually agreed substitute provision.
9. USE OF ELECTRONIC MAIL
The use of E-Mail shall be considered by both parties as constituting written communication between parties.
10. DOMAIN NAME REGISTRATION
Kenkai Projects Limited will, on request, acquire an Internet Domain Name on behalf of Customer once full payment, including full relevant registration authority fees, has been received by Kenkai Projects Limited. Any costs incurred by Kenkai Projects Limited for the registration and renewal of any such domain shall be reimbursed to Kenkai Projects Limited upon invoice from Kenkai Projects Limited to Customer, within five days of receipt. A Domain shall be deemed to have been registered on notification in writing from Kenkai Projects Limited to Customer.
11. MAINTENANCE AGREEMENTS
Within ten (10) days of Kenkai Projects Limited receiving full payment for the provision of Design Services, the Customer will be offered the choice of one (1) of forty-nine (49) optional maintenance agreements. All forty-nine (49) maintenance agreements require a minimum three (3) months continued commitment by the Customer. One month's notice of cancellation of the maintenance agreement is required by either party; the Customer or Kenkai Projects. Should the Customer wish to cancel a maintenance agreement prior to the end of the three (3) months period, 50% of the outstanding monthly payments become immediately payable by the Customer on receipt of an invoice from Kenkai Projects Limited.
Should the Customer decide not to enter into a maintenance agreement, any Design Services, will be charged at Kenkai Projects Limited's standard hourly rate, which is currently seventy-five pounds (£75) per hour.
All non-maintenance clients are liable to pay a set fee for every email or telephone call received, by Kenkai Projects Limited, unless the email or telephone call is:
I. A request for costing for provision of new Design Services.
II. A request for Design Services that relate to previously supplied Design Services, that fall within the 30 days acceptance limit; as per 4.B above.
III. A client's response to an email previously sent by Kenkai Projects Limited.
IV. Current Projects where the Design Services supplied have yet to be invoiced by Kenkai Projects Limited.
V. The correspondence does not require an answer.
The current fee per email or telephone call is £3.75 plus VAT.
In the case of services being provided by Kenkai Projects Limited that require less than six (6) hours of development time to complete, where a client does not have a maintenance agreement in place, full payment for said services must be paid in advance of the services being provided by Kenkai Projects Limited. In the case of services being provided by Kenkai Projects Limited, irrespective if a maintenance agreement is in place or not, that require in excess of 6 hours of development time, credit terms may be offered at the discretion of Kenkai Projects Limited, (Usually 50% payment as a deposit and 50% payment on completion of project, prior to developed project being published to the internet), and any Customer eligible for credit, shall be notified before Services are provided.
12. RENTAL AGREEMENTS
A. The initial set-up fee is equivalent to one month’s rental fee. Payment is due for any additional development work quoted to the client, in full, prior to the commencement of the project.
B. The set-up fee is non-refundable and can be paid by debit card, credit card, BACS or cheque.
C. The set-up fee covers the creation and/or adaptation work for site design, entry of client’s site content on index page and up to seven other pages and the setting up of navigation and forms.
D. Once a set-up fee has been received Kenkai Projects Limited will endeavour to have the website live as soon as possible. The project start date and project duration will be agreed in advance and quoted on the client’s invoice.
E. Once a set-up fee has been received, the client must supply any information and website content required to be featured on the site. Failure to provide text and graphics promptly may delay the website's live date.
F. The date of the first invoice acts as the client's first day of rental. This is the day of the month that all future rental payments will due.
G. Monthly rental payments are made by direct debit. Alternatively, Kenkai Projects Ltd can invoice the client on PDF via email, on a monthly basis. Monthly invoicing incurs an admin fee of £10 plus VAT for each invoice raised.
H. Initially, all rentals of kContent or kCommerce systems are entered into on the basis of a 12 month rental agreement, after which, the agreement runs on a month-to-month basis which can be cancelled any time from month 13 on. Kenkai Projects Ltd. will not cancel the client's rental agreement unless the client fails to pay a monthly rental payment, or the client falls foul of 13 below.
I. If the client fails to make a monthly rental payment on time, Kenkai Projects Limited will contact the client. Provided the client makes the overdue payment within 5 working days, no further action will be taken. However, should the client fail to make payment within the 5 working days, the site will be taken offline. At this point, if the client wishes to restart your rental agreement on the site, a reactivation payment of £50 plus VAT will be payable in addition to the monthly rental payment.
J. The level of the client's rental payments is guaranteed for the first 12 months, after this period Kenkai Projects Limited reserve the right to increase the price of the monthly rental fee. Any increase will be limited to a maximum of 15% of the pre-existing rental fee and Kenkai Projects Limited will provide the client with 2 months notice before any price changes take effect.
K. Kenkai Projects Limited owns all website designs and source code of the rented kContent or kCommerce system. Clients can purchase the rental product after 3 months of the rental period has passed. The purchase price will be the original retail price of the kContent or kCommerce system at the start of the rental agreement. If the client buys the website outright, all rights to the website and its content will be passed to the client and a lifetime licence for the kContent or kCommerce system will be supplied to the client by Kenkai Projects Limited.
L. Kenkai Projects Ltd retains the right to display graphics and other Web design elements as examples of its work in its respective portfolios.
M. Kenkai Projects Ltd will purchase the rental website’s domain name free of charge. Kenkai Projects Ltd is the legal owner of the domain name, until such times the client purchases the rented kContent or kCommerce system outright, at which point it will be signed over to the client at no charge. Should the domain name be provided by the Client, the Client retains the ownership of the domain name but not any of the design or sourcecode code provided by Kenkai Projects Limited. When a Client owns the domain name used for the rental site, the client is responsible for the renewal of the domain name.
N. If the rental client, or an agent of the rental client, other than Kenkai Projects Ltd, attempts to update the web site and damages the design or impairs the ability for the web pages to display or function properly, Kenkai Projects Ltd will correct the issue within 24 working hours. Kenkai Projects Ltd reserves the right to charge for any time spent doing this at our standard hourly rate.
13. WITHDRAWAL OF SERVICES ON LEGAL GROUNDS
Kenkai Projects Limited may, without notice, withdraw or restrict any services and/or access rights which Kenkai Projects Limited reasonably believe are being used for illegal, abusive, unethical, pornographic or immoral purposes including, but not limited to, the transmission of illegal, abusive, unethical, pornographic or immoral material or the sale of illegal, abusive, unethical, pornographic or immoral goods or services. Kenkai Projects Limited will not and can not be held liable for any illegal use of its services. Kenkai Projects Limited reserves the right to determine what material, products, services or other website content is and is not abusive, unethical, pornographic or immoral.
Except with respect to service of process set forth in paragraph 9, all notices may be sent by E-Mail, Fax or Mail to the E-Mail address, Fax Number or Address most recently provided and will be effective on transmission.
15. ENTIRE AGREEMENT; MODIFICATIONS
This agreement sets forth the entire agreement and understanding between the parties and merges all prior discussion between them. Kenkai Projects Limited may make changes to this agreement on provision of seven (7) day's notice to Customer, advising of the change and the effective date thereof. Notice will appear on Kenkai Projects Limited's official blog on Kenkai.com. Utilisation of Kenkai Projects Limited Services by Customer and/or its customers and/or access by Visitor following the effective date of such change shall constitute acceptance by Customer and/or Visitor of such change(s).
Otherwise, this agreement may not be modified without the written consent of both parties.