FLAT18.CO.UK Terms of Service and General Procedural Guidelines

This document contains references to monetary values. You may choose to convert these prices to a more convenient denomination below.

1. "Flat 18 Micro", "@f18micro", "Flat 18 Microsystems Development", "F18", "Flat 18", "FLAT18", "FLAT18.CO.UK", "Flat 18 Microsystems" and projects staged on the "flat18.co.uk" web-domain are projects of FLAT 18 MICROSYSTEMS DEVELOPMENT LLC and are universally governed by the terms and guidelines below. This document refers to the customer party as "you" with the possessive "your" in most cases. Flat 18 may also be referred to as "us" or "we" with the possessive "our".

2. All contracts and all work undertaken by Flat 18, for you, are governed by the following terms of service and general procedural guidelines.

3. OPERATING HOURS

   Flat 18 exclusively operate in "GMT" or "London Time". (At the time of loading this page the time at Flat18 is 20.29 on Sunday 20^th September, 2020). We generally adhere to normal business hours of 09.00 - 17.00 every day of the week. This refers to the time in which you may most likely receive a prompt response for any type of query.

   Outside of those hours, we may not be able to respond to your queries as promptly. Emergency jobs and contracts which include emergency response will be able to get in touch either via our live-chat or through telegram. We are a very small operation but we try to be available as widely as possible. If you have any concerns about this information please get in touch with us.

4. OPERATIONAL PROCEDURE

   Flat18 will create a git repository for your project (unless you already have one, in which case, we will create a branch) in which we will make every practical effort to keep our working files, incrementally up-to-date and synchronised. We use the widely-popular GitHub website for customer gits by default, and offer an optional Flat18-hosted git for users who may choose it for privacy or other concerns.

   The git or git-branch mentioned, will include a README.md file with details of your project, including the commencement dates, etc. Due to the volume of git pushes (updates) we maintain, it is not usual protocol for dedicated notification to be sent when a resource is updated. This includes changes to scheduling, detailed in the README.md. More information on scheduling below.

5. SCHEDULING

   In the event that an invoice or quotation does not state the expected or estimated date for commencing the project, we shall schedule the commencement of your project at a convenient date within 7 days of receipt of payment or downpayment. Scheduling is subject to availability. This information will be represented in your project README.md file in the git hosted either at Flat18 or on the GitHub website according to your preference.

   In the event that a quotation or invoice states either an estimated or an exact date of commencement for your project, we will honour up to a 3 day period during which we will attempt to keep the quoted date available for commencement of your project before a payment of any kind is received. We are not able to guarantee availability of any date of commencement where an invoice has been paid more than 3 days from the document date.

   We reserve the right to propose adjustments to scheduled dates-of-completion or commencement, wherever necessary. You will be notified of such proposals where possible but may not be required to accept or reject the proposed changes to the schedule before the changes can be effected. A revised invoice or statement may be issued to reflect the agreed changes if the newly-assigned date is more than 4 weeks earlier or later than originally estimated, or if the change is expected to affect the overall cost of the project.

6. PAYMENT

   A deposit of the total fee payable according to our proposal is due immediately upon your instruction to us to proceed with the design, development or any other work. 50% is the generally required deposit amount, however work requested online or paid for by cryptocurrencies or by credit/deb it cards online may require a deposit as low as 10% or some other fixed sum. The remaining fraction, (usually 50% but) depending on the initial deposit, shall become due when the work is completed to your reasonable satisfaction but subject to the terms of the “approval of work” and “rejected work” clauses. We reserve the right not to commence any work until the deposit has been paid in full and to request a different (greater) sum be paid as a deposit or addition to an initial deposit.

   The deposit is only refundable if we have not fulfilled our obligations to deliver the work required under the agreement. The deposit is not refundable if the development work has been started and you terminate the contract through no fault of ours. Any portion of the deposit used for third-party service fees as required by the design of your project will not be refunded. In the event that currency exchange rates are to be applied to a refund, the value must not exceed the sum for which you were invoiced on the invoice date. See "TERMINATION OF SERVICE" below for additional conditions.

7. SUPPLY OF MATERIALS

   You must supply all materials and information required by us to complete the work in accordance with any agreed specification. Such materials may include, but are not limited to: photographs, written copy, logos and other printed material, source-codes, log-in details, SSL certificates, API keys. Where there is any delay in supplying these materials to us which leads to a delay in the completion of work, we have the right to extend any previously agreed deadlines by a reasonable amount.

   Where you fail to supply materials, and that prevents the progress of the work, we have the right to invoice you for any part or parts of the work already completed.

8. COMMUNICATION

   Among the many benefits of using gits for your projects is the built-in "Issues" section in both GitHub and Flat18-hosted git services. We will handle all queries and issues, which are not emergencies and which pertain to the project using this channel. This allows a clear indication of the statuses of fixes, modifications, etc. and aids us delivering the best service possible.

   This procedural guideline also applies to the following sections: Support, Variations, Modifications and Approval/Rejection of Work.

9. SUPPORT

   In any case where a period of support or review period has not been defined, we will honour reasonable requests for technical support or revision of work delivered for up to one month after a project has been completed. For the purpose of efficiency, we limit support requests to 2 requests no less than 2 weeks apart. The period of support ends after 1 month (or the specified time) even if no request for revision or support has been made. We reserve the right to withhold support for any service for which payment is outstanding.

10. VARIATIONS

    We are pleased to offer you the opportunity to make revisions to the design and we offer very generous review and revision allowances. However, we have the right to limit the number of design proposals to a reasonable amount and may charge for additional designs if you make a change to the original design specification. Revisions are not to be treated as options to completely re-do a project or to make any change that is major or vastly different from the originally-agreed-upon design. In the event that the magnitude of any revision is unclear or if a suitable clause has not been inserted, we will consider any request that would require more than 1-hour of work at regular pace to be regarded as major.

    Our website development phase is flexible and allows certain variations to the original specification. However any major deviation from the specification will be charged at the rate of no less than £350 per hour.

11. MODIFICATIONS

    Modifications made to any part of a project in-progress (that is, a project that has not been completed or deemed to be completed by us) can compromise our high standards of work and can cause delays. We reserve the right to terminate any contract in-progress and invoice you for all work completed by us, including completed work not yet delivered, in the event that any material we provide has been altered or adjusted by you, a party working on your behalf or any associate of your company inclusive of any unauthorised access to material resulting from your negligence.

12. PROJECT DELAYS AND CLIENT LIABILITY

    Any time-frames or estimates that we give are contingent upon your full co-operation and complete and final content in media and code for the project. During development there is a certain amount of feedback required in order to progress to subsequent phases. It is required that a single point of contact be appointed from your side and be made available on a daily basis in order to expedite the feedback process.

13. APPROVAL OF WORK

    On completion of the work you will be notified and have the opportunity to review it. You must notify us in writing of any unsatisfactory points within 7 days of such notification. Any of the work which has not been reported in writing to us as unsatisfactory within the 7-day review period will be deemed to have been approved. Once approved, or deemed approved, work cannot subsequently be rejected and the contract will be deemed to have been completed and the balance of the project price will become due. Our request for written correspondence in this case is to give us a clear understanding of any issue raised.

14. REJECTED WORK

    If you reject any of our work within the 7-day review period, or do not approve subsequent work performed by us to remedy any points recorded as being unsatisfactory, and we, acting reasonably, consider that you have been unreasonable in any rejection of the work, we can elect to treat this contract as at an end and take measures to recover payment for the completed work.

15. TERMINATION OF SERVICE

    Should there be any need to terminate any service which has not yet entered the review period, you will not be entitled to any refund of either your downpayment or any additional funds that may have been requested for the continuation of work such as third-party service fees etc. where a substantive amount of work has already been undertaken by us.

16. FINAL PAYMENT

    Upon completion of the 7-day review period, we will invoice you for the balance of the project.

17. WARRANTY BY YOU AS TO OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS

    You must obtain all necessary permissions and authorities in respect of the use of all copy, graphic images, registered company logos, names and trade marks, code, frameworks, applications, programmes or any other material that you supply to us to include in your project.

    You agree to indemnify us and hold us harmless from any claims or legal actions related to the content of your project.

18. LICENSING

    Once you have paid us in full for our work we grant to you a license to use the product and its related software and contents for the life of the project excepting such software or content that is hosted by us and may be governed by a separate licensing policy.

19. SEARCH ENGINES

    We do not guarantee any specific position in search engine results for your website. We perform basic search engine optimisation according to current best practice.

20. CONSEQUENTIAL LOSS

    We shall not be liable for any loss or damage which you may suffer which is in any way attributable to any delay in performance or completion of our contract, however that delay arises.

21. DISCLAIMER

    To the full extent permitted by law, all terms, conditions, warranties, undertakings, inducements or representations whether express, implied, statutory or otherwise (other than the express provisions of these terms of service) relating in any way to the services we provide to you are excluded. Without limiting the above, to the extent permitted by law, any liability of FLAT18 under any term, condition, warranty or representation that by law cannot be excluded is, where permitted by law, limited at our option to the replacement, re-repair or re-supply of the services or the payment of the cost of the services that we were contracted to perform.

22. SUBCONTRACTING

    We reserve the right to subcontract any services that we have agreed to perform for you as we see fit.

23. PRIVACY & NON-DISCLOSURE

    We (and any subcontractors we engage) agree that we will not at any time disclose any of your confidential information to any third party. Additionally, all data collected regarding you, your business and your project is protected under our privacy policy.

    It is standard procedure for Flat18 to inform you that you should change passwords or revoke any keys or security details provided to us for a project, once the project is completed or the authentication articles have become surplus to our requirements.

24. ADDITIONAL EXPENSES

    You agree to reimburse us for any requested expenses which do not form part of our proposal including but not limited to the purchase of templates, third party software, stock photographs, fonts, domain name registration, project hosting or comparable expenses.

25. BACKUPS

    You are responsible for maintaining your own backups with respect to your project and we will not be liable for restoring any client data or client websites and software except to the extent that such data loss arises out of a negligent act or omission by us.

    Flat18-hosted or GutHub-hosted gits are not regarded and should not be treated like project backups.

26. OWNERSHIP OF DOMAIN NAMES AND HOSTING

    We will supply to you account credentials for domain name registration and/or project hosting that we purchased on your behalf when you reimburse us for any expenses that we have incurred.

27. GOVERNING LAW

    The agreement constituted by these terms of service and any proposal will be construed according to and is governed by the laws of The Republic of Trinidad and Tobago. You and FLAT18 submit to the non-exclusive jurisdiction of the courts in and of The Republic of Trinidad and Tobago in relation to any dispute arising under these terms of service or in relation to any services we perform for you.

28. BEST-PRACTICE & COMPATIBILITY

    We endeavour to ensure that the projects we create are compatible with all current, modern technologies while maintaining reasonable backwards-compatibility which may vary. We are not able to guarantee perfect compatibility with any single platform or technology but will adhere to industry-standard, established best-practice measures throughout your project.

29. E-COMMERCE

    You are responsible for complying with all relevant laws relating to e-commerce, and to the full extent permitted by law will hold harmless, protect, and defend and indemnify FLAT18.CO.UK and its subcontractors from any claim, penalty, tax, tariff loss or damage arising from your or your clients’ use of Internet electronic commerce.

30. SITE VISITS

    Physical visits to your site will be arranged during the planning phase of your project and unless otherwise arranged in writing, we limit site visits for hardware installation, consultation or any other work to a maximum of 8 hours divided over no more than 2 days during our normal working hours. You will be required to have all required materials prepared for the site visit to avoid delays. Should a delay occur through no negligence on our part, you will be charged at the rate of no less than £500 per additional hour, incurred for any fraction of the hour.