Terms and Conditions
Customer wishes to be provided with the services (collectively the “Services” as defined below) by Service Provider and the Service Provider agrees to provide the Services to the Customer in accordance with the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the Parties agree as follows:
(a) The Customer hereby retains the Service Provider to perform the following Services on behalf of the Customer over the course of a twelve (12) month or twenty four (24) month period from the Effective Date (the “Term”), unless earlier terminated in accordance with the provisions in Section 10:
Design or redesign of a website that incorporates modern design principles, conforms to current web standards and industry best practices and accurately communicates information about Customer’s business, services or products, and staff.
Secure Customer’s website with SSL technology and make reasonable efforts to ensure 99.95% uptime and availability.
Receive Customer’s text and images (“Content”) in digital format and insert it into the website, style it and optimise its size for standard devices and browsers.
Search Engine Optimisation
Optimise the Customer’s website to display one (1) relevant and most important keyword for each page of the Customer’s website, for the purpose of increasing their rank position in Google, Bing, and other popular search engines for the targeted keywords. Customer is responsible for provided keywords for this to take place. We make no guarantees about ranking position.
Provide timely and appropriate updates to website or feedback to Customer enquiries within 2 business days (Mon-Fri, 9am to 5pm GMT/BST).
Service Provider will determine the method, details, and means of performing the Services.
(b) The Parties acknowledge and agree that during the term of the Agreement the Services may be modified and/or expanded from time to time upon a written agreement executed by authorised representatives of the Parties expressly referencing this Agreement.
(c) Customer acknowledges and agrees that Service Provider may, at its sole discretion, use subcontractors and consultants to perform some of the Services to be provided under this Agreement. In the event Service Provider utilises subcontractors or consultants to perform any of the Services, Service Provider shall remain responsible to Customer for performance under this Agreement.
(d) Service Provider may represent, perform services for, and contract with other additional clients, persons, or companies as Service Provider, in its sole discretion, sees fit, provided those services do not pose a conflict of interest with the services performed for the Customer.
2. Fees and Payments.
(a) Fees. As full consideration for the provision of the Services, Customer shall pay Service Provider all fees as stated at the time of checkout (the “Fees”).
(b) Payment of Fees.
(i) Customer agrees to provide Service Provider with a valid credit card which will be automatically charged on the first day of each month, or a suitable day thereafter, on a monthly basis for the duration of the contract period or until such time as this Agreement is terminated in accordance with this Agreement. By accepting this Agreement Customer agrees that its credit card may be charged by Service Provider as set forth in this section.
(ii) If payment is not received from Customer within seven (7) days of the first payment attempt a late fee of 10% shall apply for each month where payment is late.
(iii) Nonpayment after twenty eight (28) days shall result in a site suspension and the website shall be unavailable until payment is received.
(iv) Nonpayment after sixty (60) days shall result in website deletion from Service Provider’s servers. Customer agrees that in the event of website deletion, Customer must become current and pay a £300 restoration fee to restore the website to Service Provider’s servers.
(v) Nonpayment after ninety (90) days shall be deemed a breach by the Customer pursuant to Section 10.
(a) The services provided by Service Provider under this Agreement and all materials, products, and modifications developed by or prepared for Customer by Service Provider under this Agreement are the property of Customer upon full payment of Fees under section 2(a) and all right, title and interest therein shall vest in Customer and shall be deemed a “work made for hire”. To the extent that title to any such works may not vest in Customer by operation of law, or that any such works may not be considered “work made for hire”, all right, title, and interest therein are hereby irrevocably assigned to Customer exclusively throughout the world. All such material shall belong exclusively to Customer and Customer shall have the right to obtain and hold in Customer’s name any copyright, patent, trademark, or any other form of protection appropriate to the subject matter, except for the trademark, logo, or identification of Service Provider or any archival photos, artwork, audio, or video which are in the public domain or any licensed software within the website. Service Provider agrees to give Customer reasonable assistance to perfect the rights defined in this section.
(b) Nothing in this section shall expand the limitations of Service Provider ’s warranties as provided in this agreement.
4. Service Provider ’s Warranties.
(a) Service Provider warrants that the website as installed pursuant to the specifications shall be free from defects in workmanship. If any failure to conform becomes apparent during the Term, Service Provider shall, upon notice from Customer, repair the website to make it conform to the terms of this Agreement. THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGMENT.
This section (a) shall not apply to failure of the website due to Customer’s negligence or an update Customer made. In the event failure of the website is due to Customer’s negligence or an update Customer made, Customer will be charged a fee of £125.
(b) If content developed or used in connection with the development of the website by Service Provider because the subject of a claim of infringement or misappropriation of a patent, copyright, trademark, or proprietary right of a third party, Service Provider , in addition to its obligations set forth in (a), above, shall use its best efforts to:
(i) Promptly replace such content with compatible non-infringing content; or
(ii) Promptly modify the content to make it non-infringing without materially impairing the ability to use the content as intended; or
(iii) Promptly protect Customer’s right to continue using the content; or
(iv) If none of the above alternatives is reasonably available to Service Provider, promptly pay to Customer all of the monies paid and costs incurred by Customer to Service Provider.
This section (b) shall only apply to materials provided by Service Provider and not to materials provided by Customer.
(c) Customer requests for updates shall be completed by Service Provider within two (2) business days.
5. Limitation of Liability. IN NO EVENT SHALL SERVICE PROVIDER’S LIABILITY RELATED TO ANY OF THE SERVICES PERFORMED UNDER THIS AGREEMENT, EXCEED THE TOTAL FEES PAID BY CUSTOMER FOR SUCH SERVICES. SERVICE PROVIDER SHALL NOT IN ANY EVENT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, AND DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS, EVEN IF SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER SUCH LIABILITY IS BASED ON CONTRACT, TORT, WARRANTY, OR ANY OTHER LEGAL OR EQUITABLE GROUNDS.
Cooperation of Customer.
(a) Customer agrees to comply with all reasonable requests of Service Provider and shall provide Service Provider’s personnel with access to all documents and facilities as may be reasonably necessary for the performance of the Services under this Agreement.
(b) Customer agrees to respond to Service Providers requests within two (2) business days.
Customer’s Representations. Customer represents as follows:
(a) That all artwork, design, logos or photos as supplied by Customer are supplied with proper permission.
(b) That any work supplied by Customer does not infringe on any copyright or trademark.
(c) That Customer will indemnify and hold Service Provider harmless from any and all claims arising out of Service Provider’s use of materials supplied by Customer in connection with work performed by Service Provider on Customer’s website.
(d) That Customer gives permission to Service Provider to refuse at any time to print or place on the website any artwork or any kind that Service Provider, in Service Provider’s sole discretion, believes is an invasion of privacy, degrading, libelous, unlawful, obscene, pornographic, in bad taste, or which in the sole judgment of Service Provider is an infringement on a trademark or copyright belonging to others; provided that Service Provider shall have no affirmative obligation to review the website for any such infringement.
8. Display of Service Provider’s Work. Customer agrees that Service Provider reserves the right to display all aspects of its creative work, including sketches, work-in-progress designs and the completed project in its portfolio and in articles on websites, in magazine articles and in books. If Customer wishes for Service Provider to not display their project for privacy or security, Service Provider will grant Customer’s wish at the cost of £800.
9. Confidentiality. This Agreement creates a confidential relationship between Customer and Service Provider. Information concerning Service Provider’s and Customer’s business affairs, vendors, finances, properties, methods of operation, computer programs, employees, documentation, any other such information whether written, oral or otherwise, is confidential. Customer and Service Provider will not disclose any confidential information to third parties without the prior written consent of the other party, except as may be required by law.
10. Breach or Cancellation.
(a) Breach. In the event of any uncured default in payment of more than forty-five (45) days, the Customer shall be deemed to be in default under this contract. Upon such contract default, the Service Provider is immediately entitled to the remaining Fees owed under this Agreement. Service Provider shall be entitled to reasonable legal fees in the event the services of an attorney are necessary for collection.
(i) Customer shall be entitled to website content and move website to another service provider upon paying remaining fees owed under this Agreement in addition to a £500 website migration fee.
(b) Cancellation. Customer may give written notice of cancellation at any time. Upon cancellation, 50% of the remaining fees owed shall be due and payable. Once the payment is made under this section (b), Service Provider shall delete and de-index the website from search engines.
11. Notices. Unless otherwise provided in this Agreement, any notice required or permitted by this Agreement to be given to either party shall be deemed to have been duly given if in writing and delivered personally or mailed by first-class, registered, or certified mail, postage prepaid and addressed when intended for Customer or when intended for Service Provider to 85 Great Portland Street, London, W1W 7LT, United Kingdom.
12. Non-Solicitation. During the term of this Agreement and for one year following the expiration or termination date of the Agreement, each Party agrees not to directly solicit or induce any person who performs Services hereunder to leave the employ of the other Party.
The Parties are not prohibited from responding to or hiring the other’s employees who inquire about employment on their own accord or in response to a public advertisement or employment solicitation in general.
13. Relationship of the Parties. The relationship of the Parties hereto is that of independent contractors. Nothing in this Agreement, and no course of dealing between the Parties, shall be construed to create or imply an employment or agency relationship or a partnership or joint venture relationship between the Parties or between one Party and the other Party’s employees or agents. Each of the Parties is an independent contractor and neither Party has the authority to bind or contract any obligation in the name of or on account of the other Party or to incur any liability or make any statements, representations, warranties or commitments on behalf of the other Party, or otherwise act on behalf of the other. Each Party shall be solely responsible for payment of the salaries of its employees and personnel (including withholding of income taxes and social security), workers’ compensation, and all other employment benefits.
14. Force Majeure. Neither Party shall be liable hereunder for any failure or delay in the performance of its obligations under this Agreement, except for the payment of money, if such failure or delay is on account of causes beyond its reasonable control, including civil commotion, war, fires, floods, accident, earthquakes, inclement weather, telecommunications line failures, electrical outages, network failures, governmental regulations or controls, casualty, strikes or labor disputes, terrorism, acts of God, or other similar or different occurrences beyond the reasonable control of the Party so defaulting or delaying in the performance of this Agreement, for so long as such force majeure event is in effect. Each Party shall use reasonable efforts to notify the other Party of the occurrence of such an event within five (5) business days of its occurrence.
15. Governing Law and Venue. This Agreement shall be deemed to have been made in, and shall be construed pursuant to, the laws of the United Kingdom. The Parties hereby agree that any action arising out of this Agreement will be brought solely in any court located in the United Kingdom. Both Parties hereby submit to the exclusive jurisdiction and venue of any such court.
16. Attorneys’ Fees. If any legal action is necessary to enforce the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled. This provision shall be construed as applicable to the entire Agreement.
17. Collection Expenses. If Service Provider incurs any costs, expenses, or fees, including reasonable attorney’s fees and professional collection services fees, in connection with the collection or payment of any amounts due it under this Agreement, Customer agrees to reimburse Service Provider for all such costs, expenses, and fees.
18. Severability. If any part of this Agreement is adjudged by any court of competent jurisdiction to be invalid, that judgment shall not affect or nullify the remainder of this Agreement, and the effect shall be confined to the part immediately involved in the controversy adjudged.
19. Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original, but all of which together will constitute one and the same instrument, without necessity of production of the others. An executed signature page delivered via facsimile transmission or electronic signature shall be deemed as effective as an original executed signature page.
20. Authorised Signatories. It is agreed and warranted by the Parties that the individuals singing this Agreement on behalf of the respective Parties are authorised to execute such an agreement. No further proof of authorisation shall be required.
21. Entire Agreement. Customer acknowledges and agrees that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and that it supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement.