In this Agreement the terms have the following meaning:
1.1 “The Client” means any person, company, partnership, organisation or body at whose application; The Company agrees to provide the services and/or products under the terms of their Agreement.
1.2 “The Agreement” means the contract between The Company and The Client to which these terms & conditions apply.
1.3 “The Quote” is any document, which incorporates an “estimate” “estimation” “quotation” or “quote”, and is signed by a director of The Company in order to enter into agreement for web or web related digital services with The Client.
1.4 “The Company” means dijitul ltd.
2.1 These terms and conditions of trade shall apply to all goods and/or services ordered by The Client from The Company.
2.2 Changes to the content specified in The Quote shall only be undertaken at the discretion of The Company, and shall usually be subject to a fresh Quotation.
3. PAYMENTS & CHARGES
3.1 Payments are required within 14 days from the date of issue of any invoice sent from The Company to The Client.
3.2 Our minimum charge is £75 + VAT for work of up to 1 hour that falls outside of a prearranged maintenance contract.
3.3 Website Design, eCommerce and Software Development Payments
i) Projects below £10,000 + VAT;
The Company will require a 60% deposit prior to the commencement of any work. The remaining 40% balance will be invoiced and due upon completion and handover of the website/s, before the website(s) is/are made live and/or when the project work has been completed.
ii) Projects priced at £10,000 + VAT and higher;
The Company will require a 60% deposit prior to the commencement of any work. At an arranged milestone through the project, The Company will then require a further payment of 30%. The remaining 10% balance will be invoiced and due upon completion and handover of the website/s, before the website(s) is/are made live and/or when the project work has been completed.
3.4 Search Engine Optimisation & Marketing Payments
Where search engine optimisation and link building is undertaken on The Client’s website, upon completion of a website review and agreement to the proposal The Company will invoice The Client a month in advance prior to the commencement of any work or the implementation of any link campaigns.
3.5 Web Hosting Payments
Unless stated otherwise Web Hosting is invoiced on an annual basis and payment is due within 7 days of invoice date. Payments for Website Hosting are non-refundable.
3.6 All Other Payments
Payment for all other goods and services provided by The Company is due 7 days from the date of the invoice unless stated and agreed otherwise in the quote. Whilst any payment under the Agreement remains outstanding, The Company, shall be entitled at its sole discretion to withhold provision of any goods or services it would otherwise be obliged to supply under the Agreement.
3.7 Price Adjustments
We reserve the right to increase monthly payments or recurring payments for marketing, support or web hosting in accordance with increases in costs for 3rd party software or hardware that occur at the suppliers of The Company. At least two months notice will always be given before any prices are altered. The Client is free to relocate the affected services during this period unless The Client is bound to a contract, in which case the Terms of the contract must be adhered to and will supersede these default Terms and Conditions.
4. OVERDUE AMOUNTS
4.1 The Company reserves the right to claim interest on overdue monies at the rate of 2% per month.
4.2 Overdue hosting invoices will result in a suspension of the web site if they are not paid up to date within 19 days of the original invoice being issued.
4.3 If a hosting invoice is more than 28 days overdue then The Company reserves the right to delete the website without further recourse to The Client.
4.4 If a regular invoice is more than 28 days overdue then The Company reserves the right to suspend the website the invoice relates to until the invoice has been cleared. In extreme cases, The Company reserve the right to remove the website from the internet permanently.
5.1 Any claim by The Client which is based upon any defect in quality or condition of the services supplied or their failure to comply with the Quotation must be brought to the attention of The Company within one calendar month of the launch of the project.
5.2 Where any valid claim in respect of the services supplied is notified to The Company in accordance with clause 5.1, The Company shall be entitled to repair the web site (or the part in question) free of charge, or at The Company’s sole discretion refund to The Client the price paid (or a proportionate part) but The Company shall have no further liability to The Client.
5.3 Except in respect of death or personal injury caused by The Company’s negligence, The Company shall not be liable to The Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term or any duties of common law, or under the express terms of the contract for any indirect, special, or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever, in connection with this agreement.
5.4 The Company shall have no liability under this agreement for any Virus, which it may transmit to The Client. Virus prevention is the sole responsibility of The Client.
5.5 The Company cannot be held accountable for any website infections due to certain features/plugins on the website becoming exploitable, or due to poor security in the form of bad passwords used for website logins or emails. The Company will not cover the costs associated with restoring websites after website hacks and/or resolving issues with exploitable files/email accounts.
5.6 The Company cannot be held responsible for any issues that may arise due to a website being hosted with a third party company nor can The Company be held responsible for any negative ramifications that may be caused moving the website from our test location to a live third party location.
6. DOMAIN REGISTRATION
6.1 If contracted to do so by The Client, The Company shall organise and arrange domain registration of The Client’s preferred name with the appropriate domain registration authority. The domain name will become the property of The Client upon payment of all sums outstanding and due to The Company by The Client.
6.2 Where a Client has a pre-registered domain name The Company shall not be liable to The Client for any costs or delays incurred in the transfer of the domain name to The Company.
6.3 The Company will always contact The Client multiple times with regards to Domain Name Renewals. If these contacts are ignored and/or if payments are not sent in time then The Company reserve the right to allow The Client’s domain names to expire. The Company reserve the right to charge an additional administration fee on top of the domain name renewal if the expiration date has passed.
7.1 The Company and The Client will treat as confidential all information passed between them at all times and any disclosure will only be made by mutual consent.
8. RIGHT TO REFERENCE
8.1 The Company reserves the right to use the web site or any related product or service undertaken for The Client, in future promotions by The Company, but only on the basis that this should be to the advantage of The Client in relation to additional publicity.
9. THIRD PARTIES
9.1 The Company may act in the capacity of an authorised reseller for various complimentary third party products and services, such as web space for web site hosting, domain forwarding, the provision of dial up services, e-mail accounts and domain registration. The Company cannot be held responsible for such goods and services provided by any third party.
10.1 Any web page text content, graphic, sound, design concept or entire web site supplied wholly or in part by The Client, will remain the sole property of The Client at all times. The Client will also own full copyright for any new content, graphic, sound, design concept or entire web site designed exclusively by The Company once all monies due to The Company from The Client have been fully paid.
10.2 The signing of the Quote (placing an order) by The Client or other person/Agency on behalf of The Client, constitutes a guarantee that all necessary and permissions have been obtained by The Client in respect of the artwork, designs, sounds, videos and photographs, and that the content of the web site does not infringe any laws of the United Kingdom. For use in the web site or any other related product from The Company. The Client must indemnify The Company in respect of all actions; proceedings; costs; demands and claims from any such breach.
11. AGREEMENT TERMINATION
11.1 Any agreement to supply products or services anytime in the future, between The Client and The Company may be terminated with 30 days notice in writing by The Company. Any amounts received by The Company, with respect to products and services from a third party shall not be repayable to The Client. The Company shall be entitled to deduct from any monies paid in advance, an amount equivalent to its reasonable expenses incurred at the date of termination.
12. VAT (VALUE ADDED TAX)
12.1 Prices may be quoted exclusive of VAT and other applicable sales taxes, which will be added to The Client’s invoice for payment at the prevailing rate.
13.1 These conditions of trade and all other express terms of contract shall be governed and construed in accordance with the laws of England.
14.1 Upon request by The Client, The Company shall supply to The Client a copy of their web site or software on CD-Rom as long as there are no invoices outstanding that relate to the project.
15. WEBSITE HOSTING
15.1 In the event that The Company undertakes to host The Client’s web site:
i) The Client will pay hosting charges monthly or annually by standing order or BACS at the agreed rate. See point 3.5, 4.1, 4.2 and 4.3 above in regards to Web Hosting Payments.
ii) Users must not participate in any form of unsolicited bulk e-mailing or spamming from their hosted domain and by doing so are breaking these terms and conditions and run the risk of website suspension.
iii) The Company shall not be held liable for any loss or damages caused to The Client or The Client’s business, by the use or misuse, unavailability or removal of services or downtime of server.
iv) Data stored on The Company’s servers is backed up on a regular basis but we also recommended that you keep an independent backup of all data.
v) Disc space and bandwidth are custom to each hosting account.
vi) The Company offer 99% guaranteed uptime on all hosting.
vii) The Company run software to keep plugins and modules for WordPress websites automatically up to date. Any website display or functionality problems caused as a result of these automated plugin updates will normally be rectified free of charge – as long as the plugins were added by The Company during the website build. The Company cannot be held responsible for issues relating to add-ons or modules that have been brought into the website by The Client or any 3rd party instructed by The Client.
viii) Removal of the “Dijitul Updater” plugin from WordPress websites can result in instant website suspension and or financial penalties due to the risk imposed on other websites on the server, and also the server itself.
viiii) The Company will apply a standard charge of £50 + VAT to package and email source website files from The Clients website hosting platform. All outstanding invoices must be cleared before The Company can send the files.
16. SEARCH ENGINE OPTIMISATION
16.1 Where The Company undertakes the Search Engine Optimisation of a website, this is done on the condition that, where possible, satisfactory access is provided to the website in question by File Transfer Protocol. Alternatively a copy of the website should be provided on a CD. In this case, it will be the responsibility of The Client to ensure that alterations are uploaded correctly by The Client or a third party.
16.2 Where Search Engine Optimisation is to be carried out and no further service has been ordered, the work is carried out on the understanding that no site redesign will be undertaken within three months of the first Search Engine submissions made, as this could undermine any work carried out. Where a website is subsequently redesigned, optimisation and promotion of the new site will not be considered as part of the original order, but will entail a new agreement.
16.3 The Company has no control or influence over the operational parameters of any third party Search Engine or Directory and cannot provide any guarantee of service or continuity of service regarding them. Search Engine / Directory rules and controlling algorithms may change at any time without notice and while The Company attempt to remain ahead of these changes, the company cannot be held responsible for any losses incurred by The Client as a consequence of these changes.
17. FTP, 3RD PARTY AND ROOT ACCESS
17.1 By requesting and receiving the FTP/ROOT access to The Clients website/server, The Client accepts full liability and responsibility for the running and managing of the website/hosting account and all associated files, and The Company will no longer support the website/server as part of any previous arrangements/projects. Any problems that may arise could be a result of work done on the website/server by a 3rd party and therefore it’s unfair to expect The Company to resolve these issues for free.
17.2 Additionally, if The Client gives CMS Admin access to their website to a 3rd party The Client accepts full liability for any problems with content or functionality that can be influenced by editing, removing or adding plugins and/or settings.
17.3 Any problems/issues that may arise after the details are sent to The Client or an elected 3rd party can be fixed, but will be charged out at our full development hourly rate.
17.4 There is a minimum charge of £50 + VAT to reset FTP/ROOT access and there may be additional charges if things have been damaged or altered by The Client or the elected 3rd party.
18.1 The Company cannot be held responsible or accountable for any losses or damage to The Clients business or website in the event of a 3rd party API problem.
18.2 Any fixes or amendments required to The Clients website or software as a result of 3rd party API changes will be charged for at our full development rate.
19. Mass Emailing
19.2 Mass emailing from The Company server(s) is not permitted in any way. Anyone found sending mass marketing emails from The Company server(s) will have their account suspended and in some cases, have their hosting account terminated.
19.2 Any and all costs associated with removing IP addresses or domain names from blacklists will be passed on to The Client responsible for the problems.
The Company reserve the right to amend and update these Terms and Conditions at any time without notice.
Last update: February 27th 2020 @ 15:32