Note: Your attention is drawn to clause 5
“Agreement” means the agreement between you and us for the provision of the Services, the terms of which are set out in these terms and conditions and any relevant invoice; “Charges” means the monthly fee, the setup fee and any one-off payments due to us by you for use of the Services; “Invoice” means the document entitled “Invoice” sent by us to you following your placement of an order for Services and confirming certain details of the Services you have selected and certain terms applicable to those Services;
“Service” means products and services provided by us relating to the Internet, World Wide Web and E-commerce, including but not limited to internet access, e-mail, website construction, website hosting, domain name registration and web marketing services;
“us” and “we” and “our” means Websmart Design Limited, a company incorporated in King’s Lynn, Norfolk with Company No: 7983567 and VAT Reg No. 108 1136 53 and having its registered business address at KLIC, Innovation Drive, Kings Lynn, Norfolk PE30 5 BY “You” and “your” means the company or person wishing to purchase Services.
2. Terms & Conditions
Before using the Service you should read these terms and conditions carefully. By using the Service you indicate your agreement to be bound by these terms and conditions.
You confirm that in relation to any Agreement entered into and the purchase by you of the Service that you are acting in a business capacity and are not and will not “deal as a consumer”. If you believe that you may be acting as a consumer and not for the purposes of a business you should contact us immediately.
3. Customer Obligations
3.1 You are responsible for providing all information that you require to be placed on your site. You have full responsibility for the content of your website including, without limitation, any images that you display on your website. It is your responsibility to ensure that the content of your website does not breach intellectual property rights of any third party and that you have permission to use all such content. We accept no liability for the content of your website.
3.2 We reserve the right to cease to provide the whole or any part of the Service in relation to your website and to terminate the Agreement if we deem the content of your website to be unsuitable.
4. Our Service Obligations
4.1 The scope of the Service to be provided to you is as set out in the relevant invoice or quotation.
4.2 We warrant that we will make reasonable endeavours to ensure that the Service is provided as described in the invoice or quotation but because the Service is provided by means of computer and telecommunication systems we make no warranties or representation that the service will be uninterrupted or error free.
4.3 We agree to work expeditiously to complete this project within the timescale specified. However if there are any delays beyond our control, this date may be affected.
4.4 Suspension of Service
4.4.1 We may disconnect the provision of the Service without liability on our part and with as much prior notice to you as reasonably possible (except in the case of paragraph (a) or (c) below in which case we may do so without prior notice):
(a) If necessary for operational reasons or for the purposes of carrying out work at our premises or a relevant third party premises or maintaining or upgrading the Service or our system; or
(b) If obliged to comply with an order, instruction, or request of an emergency service organisation or a governmental or other competent authority; or
(c) If you owe outstanding payments to us.
5. Limitation of Liability
5.1 Our entire liability and your only remedy arising in respect of any claim in respect of breach of duty, or breach of these terms and conditions, whether or not arising out of negligence, is limited to the fee paid by you for the Service from which the breach has arisen, in the twelve months prior to the action or event giving rise to the liability.
5.2 In no event will we be liable to you for any indirect or consequential loss or damage whatsoever (without limitation for example loss of business, loss of opportunity, loss of profits). This shall apply even where such a loss was reasonably foreseeable or if we had been made aware of the possibility of you incurring such loss.
6.1 In consideration of our provision of the Service you shall pay to us the charges as follows:
6.1.1 The setup fee (as specified in the relevant invoice or quotation) ;
6.1.2 Any monthly setup fee (as specified in the relevant invoice or quotation) is to be paid, in advance of work being started; and
6.1.3 Any other payments due to us for the provision of the service as specified by us, or by the payment method selected by you and specified in the relevant invoice sent to you by us.
6.2 In the event of any invoice in respect of the Service being unpaid we reserve the right to suspend or cancel the Service (including any domain name registration) after giving two weeks written notice to your last known address. Suspension of Service will not remove your liability to pay any charges that are due and payable on your account at the date of termination. Following termination of service we reserve the right to allow others to purchase your domain name.
6.3 All work carried out remains our property until full payment has been received.
6.4 Website Projects
6.4.1 A minimum deposit of 50% of the total amount is required to commence work.
6.4.2 Final payment of the remaining 50% balance plus any additional charges incurred will be due before projects will be put ‘live’.
6.4.3 If, in the event we agree to put any site ‘live’ before payment is received, we reserve the right to remove all web content from the Internet if payment is not made within thirty (30) days after delivery of our completion notification.
6.4.4 We reserve the right to request full payment for work completed, on failure to provide all requested information, within a timely manner.
6.5 Design, Print & Amendment Projects
6.5.1 Full payment of the total amount is required before any work will commence.
6.6 Monthly Contracts
6.6.1 The campaign setup cost and first monthly payment will be required prior to any campaign being created.
6.6.2 All future payments are required during the month of the work being carried out (max. 30 days), and will be required by Standing Order or regular bank transfer.
7.1 The Agreement will become effective on the date of signed contract and subject to any rights of termination set out in these terms and conditions shall continue for a period of not less than twelve months.
7.2 We shall have the right to terminate the Agreement by notice in writing to you if any of the following events occur:
7.2.1 You fail to make any payment when it becomes due to us; or
7.2.2 The bandwidth used for traffic to and from the web site is exceeded beyond use considered acceptable by us and is deemed by us to affect the performance of other clients websites. Notwithstanding any other remedies we may have under these terms and conditions or in law, in the event that the acceptable bandwidth is exceeded, we may elect to charge you an additional monthly fee to be discussed with a sales consultant at the time; or
7.2.3 You are in breach of any of your obligations under the Agreement.
8. Domain Renewal & Hosting
8.1 Hosting renewals will become due 12 months from the date of the original order of the service and annually thereafter, unless a monthly hosting service is specifically supplied.
8.2 We will automatically renew yearly contracts each year after the initial twelve month period of the Agreement unless you notify us in writing within 30 days prior to the end of the initial period instructing us to do otherwise.
8.3 You agree in the event we are not informed at least 30 days prior to the end of the initial twelve month period of your wishes not to renew, we will automatically raise and forward an invoice to you for the renewal for a further year. We will also continue to debit any monthly fee by your current payment method.
8.4 In the event that we agree to allow you to pay your hosting and domain renewals by way of instalments you agree that if any instalment is not made on time then you will become liable for the full outstanding amount, and that any active hosting or domain can or will be suspended after 30 days.
8.5 All renewal costs will become due in either 12 or 24 monthly increments, depending on the type of service. We will automatically raise and forward an invoice to you for the renewal cost, prior to the renewal date. This payment must be received within 7 days of the expiry date to ensure a successful renewal for a further period.
8.6 All monthly hosting clients will be charged on a month by month basis and any cancellation requiest will require a 30 day written otification.
9.1.1 We will work with our customers to help ensure that every single one of them is completely happy with the work we produce. In the unlikely event that we are unable to satisfy the customer’s needs, cancellation of the project must be made in writing by the customer. In the event that work is postponed or cancelled at the request of the Customer, we reserve the right to retain all or part of the original deposit as set out below.
a) Notification of cancellation within 30 days of the Agreement – Full refund of deposit may be given.
b) Notification of cancellation within 3 months of Agreement – 50% of the deposit may be given.
c) Notification of cancellation over 3 months of Agreement – No refund will be given.
9.1.2 In the event that more than the amount of the deposits worth of the anticipated work is completed, additional payment will be due, prorated based on the percentage of work completed. If additional payment is due, this will be billed to the Client within 10 days of notification to stop work.
9.1.3 All cancellations may be subject to a £30 admin fee.
9.2 Domains and Hosting
9.2.1 Because all our work is produced specifically for each customer, returns and refunds are not available. All fees paid are non-refundable. Once a domain name has been registered we are unable to alter them in name or extension (Top Level Domain), should additional domains be requested they will be chargeable at the current market rate.
9.3 Monthly Contracts
9.3.1 All of our monthly contracts will be for a minimum period of 12 months, unless otherwise agreed, and are subject to a 30 day cancellation period.
10. Cross Browser Compatibility
10.1 We will ensure that the creation of any website is viewable on the latest stable version of the following browsers; Mozilla Firefox, Google Chrome, Apple Safari (Desktop) & Microsoft Internet Explorer. We will also cover a version previous on the Internet Explorer platform (ie version 10 & 11).
10.1.1 You agree that some advanced techniques on the internet, however, may require a more recent browser version and brand or plug-in.
10.2 It is the responsibility of the Client to ensure that their browser versions are kept updated to the latest versions to ensure security and complete compatibility to viewing websites.
10.2.1 You agree that as new browser versions are developed, the new browser versions may not be backward compatible, and that the Client will be responsible for any cost incurred to ensure browser compatibility.
11. Secure Certificates
11.1 If the Client selects an e-commerce enabled site, the Client is encouraged to obtain a secure certificate for online transactions.
11.1.1 The Client understands that if they do not obtain their own secure certificate, design capabilities on the shopping cart itself may be limited. Alternatively we can provide a shared SSL certificate but again design capabilities on the shopping cart itself may be limited.
12. Merchant Account
12.1 If the Client’s web site requires the ability to accept credit cards, the Client will need a Merchant Trading Account. The Client understands that any charges necessary to secure the Merchant Trading Account are not covered by this agreement.
13. Maintenance Agreements
13.1 Maintenance Agreements are negotiated on a Client by Client basis as each Client will have differing needs.
13.2 Monthly Maintenance Agreements (minimum 12 month period) are offered via our dedicated Support Packages, or subjected to our hourly rate, as work is required, which is £45.00 per hour unless otherwise agreed.
14. Third Party or Client Page Modification
14.1 Should the Client or an agent of the Client other than the Developer attempts to update the website and damages the design or impairs the ability for the web pages to display or function properly, time to repair the web pages will be assessed at an hourly rate of £45.00.
14.2 There will be a 30 minute minimum charge.
15. Search Engine Submissions
15.1 Should the Developer be required to optimize the Clients web site with appropriate titles, keywords, descriptions and text, the Developer will submit the Client’s web site to each of the free major search engines and directories including Google, ODP and MSN. The Developer offers various search engine optimization and site promotion services. If these search engine optimization services are desired the agreement for said services will be listed in the proposal.
15.2 The Client must be aware that only basic Search Engine Optimisation will be included in the basic package as outlined in the proposal. This does not accommodate advanced search engine optimisation techniques, and will not guarantee favourable positioning within search results. The developer will always encourage all commercial Clients to obtain the most suitable Search Engine Optimization services, and will not be held responsible for results not being achieved if the Client has not opted to take out said service.
16. Copyright & Trademarks
16.1 You confirm and unconditionally guarantee that any elements of text, graphics, photos, designs, trademarks, or other artwork provided to us for inclusion in any projects are owned by yourself, or that you have permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend the Developer and its subcontractors from any claim or suit arising from the use of such elements furnished by yourself.
17.1 We may update or amend these terms and conditions at any time. We will communicate changes to you either in writing or via our website.
17.2 The Agreement shall be governed by and construed in accordance with the laws of England and shall be subject to the exclusive jurisdiction of the English Courts.