The Client agrees to be bound fully by the covenants specified by these terms and conditions, including but not limited to the Copyright Warranty Agreement, Cancellation Policies and Hosting Service terms. The client agrees to accept and be bound fully by these terms and conditions on instructing WSI DIGITAL LTD to carry out any work. It is the clients full responsibility to request, read and understand the terms and conditions below. Under the terms and conditions of this Agreement WSI DIGITAL LTD are an independent contractor and the Client agrees as follows:
1.0 Invoice and Payment of Fees Terms
1.1 A signed contract represents the order for all services and development costs detailed in the contract and proposal.
1.1a By WSI DIGITAL LTD providing any service to the client, the client agrees to be fully bound by these terms and conditions.
1.2 The Client shall pay for all solutions, services and any other costs specified in this Agreement and in the attached Internet Solution Proposal and/or Site Plan (“Proposal”). The Client agrees to pay a non-refundable deposit at a rate of forty (50%) percent of the total upon execution of the Agreement for one-off services, unless stated otherwise, with monthly contracts payable on the 1st day of each calendar month. Mid-term payment is 30% unless stated otherwise and the final balance is due upon delivery of the relevant solution or service. If the service is website development, final payment is due before the website goes live.
1.3 The client agrees to pay WSI DIGITAL LTD a non-refundable deposit at a rate of forty (50%) percent of the total within 14 days of signing this contract unless otherwise stated.
1.4 WSI DIGITAL LTD will invoice the Client as agreed. All fees shall become due one month in advance of the first month when services are scheduled to begin and WSI DIGITAL LTD shall invoice the Client at this time. The Client shall make all payments due under such invoice within 14 days of receipt of invoice.
1.5 Any additions, changes, upgrades or enhancements outside the specifications of the contractual Agreement / Proposal are exclusive of this Agreement and subject to further charges.
1.6 Third Party Service Providers may update their service, processes and products from time to time affecting the functionality of the Client’s Internet Solution post-completion. These changes are beyond WSI DIGITAL LTD’s control. Upon fulfilment of the Proposal, WSI DIGITAL LTD under this agreement shall not be responsible to upgrade or modify the Internet Solution to comply with such updates.
1.7 Prices quoted are exclusive of value added tax or other applicable sales tax and are in sterling unless otherwise agreed. The Client shall be invoiced on a monthly or annual basis for services provided as outlined under these terms and conditions. The Client agrees to make payment to “WSI DIGITAL LTD”
1.8 Value added tax or other applicable sales tax shall be included in all invoices to, and paid by, the Client.
1.9 The Client acknowledges and agrees that WSI DIGITAL LTD reserves the right to change the fees at any time providing 30 days’ notice to the Client by email or in writing and such increases must be acceptable to both parties failing which either the Client or WSI DIGITAL LTD may terminate this Agreement on the expiry of such 30 day notice if agreement has not been met regarding the increase in fees.
1.10 WSI DIGITAL LTD will not release any files relating to websites or web applications until all payments due to WSI DIGITAL LTD have been made. Certain products cannot be released and remain the property of WSI DIGITAL LTD as detailed in these terms and conditions.
1.11 Failure to honour any part of a contract, where it exists, for one-off services or monthly recurring services requires the client to settle the price of the contract in full or to come to a payment settlement agreement with WSI DIGITAL LTD.
1.12 Any payment made to WSI DIGITAL LTD is subject to and constitutes acceptance of these terms and conditions
1.13 Through WSI DIGITAL LTD providing a service of any kind the client is deemed to have accepted the Terms and Conditions
Internet Solution Development, Consulting Services and General Terms
2.0 The Client acknowledges and agrees that WSI DIGITAL LTD may provide websites to other businesses including those in the same or similar line of business as the Client. WSI DIGITAL LTD shall ensure that in providing such services to other businesses, it shall not infringe any of the registered trademarks of the Client.
2.1 Website production timelines may vary due to many dependencies including but not exclusive to, delay of Client input and approvals at each stage of the development process. Client changes to the Proposal during the development process will also delay timelines and will be subject to additional charges not outlined herein this Agreement to be agreed between the parties.
2.2 WSI DIGITAL LTD shall not be obliged to deliver an internet solution within any specific timeline unless clearly stated in the contract.
2.3 Except in respect of death or personal injury resulting from its negligence or fraud (in respect of which no limit shall apply):
2.3.1 In no event shall WSI DIGITAL LTD, or its agents, be liable to the Client for any indirect, consequential or special damages;
2.3.2 In no event shall WSI DIGITAL LTD, or its agents, be liable for any: (a) loss of goodwill; (b) injury to reputation; (c) loss of actual or anticipated profits; (d) loss of business opportunity; (e) loss or damage incurred as a result of third party claims;
2.3.3 In no event shall WSI DIGITAL LTD, or its agents, be liable to the Client for any error, omission, defect or deficiency in any service or solution, which may result from, but not exclusive to, the Client’s failure to provide complete, accurate and current information to WSI DIGITAL LTD; and
2.3.4 the total aggregate liability of WSI DIGITAL LTD, and its agents during any 12 month period, shall not exceed the value of the fees paid by the Client to WSI DIGITAL LTD under this Agreement in such 12 month period, whether arising from negligence, breach of this Agreement or otherwise, and whether or not it has been made aware of the likelihood of any such loss or damage and any other remedy which would otherwise be available in law is hereby excluded except to the extent that such exclusion is prohibited by any rule of law.
2.4 Neither party shall be liable to the other or be deemed to be in breach of this Agreement by reason of any delay in performing, or failure to perform, any of its obligations under this Agreement if the delay or failure was beyond that party’s reasonable control (including, without limitation, any strike, lockout or other industrial action, act of God, war or threat of war, accidental or malicious damage, or prohibition or restriction by governments or other legal authority).
2.5 With the exception of trademarked, copyrighted or other proprietary information regarding pictures, images or logos that directly identify the Client, the Client grants to WSI DIGITAL LTD an irrevocable, royalty-free, unrestricted right to use, transfer, modify and maintain content prepared by WSI DIGITAL LTD on the Client’s website while supported by WSI DIGITAL LTD.
2.6 The client agrees that any website or web application is subject to annually recurring hosting costs which are calculated monthly but invoiced annually.
2.7 The client agrees to pay hosting costs for any website, web application or any other products hosted on servers or hosting environments owned by WSI DIGITAL LTD.
2.7a Hosting costs, unless expressly stated, will be at a rate of a minimum of £360 per year. Hosting costs for ecommerce websites or larger websites will be significantly higher.
2.8 WSI DIGITAL LTD takes no responsibility for websites or web applications not hosted by WSI DIGITAL LTD.
2.9 All websites and web applications built by WSI DIGITAL LTD must be hosted by WSI DIGITAL LTD unless expressly stated in writing.
2.10 All payments relating to any contract and proposal must be made in full before WSI DIGITAL LTD will make any transfers to a third party hosting environment. The client agrees to accept all charges incurred as part of the setup, transfer and testing of any website or web application to any third party hosting environments.
2.11 All website or web application development work is carried out on servers owned by WSI DIGITAL LTD.
2.12 WSI DIGITAL LTD reserves the right to take down or turn off any website or web application hosted on servers or hosting environments owned by WSI DIGITAL LTD if hosting costs are not paid within 2 months of the date of the initial payment request.
2.13 In order to terminate website or web application hosting services the client agrees to provide 30 days written notice in advance of the annual renewal date to WSI DIGITAL LTD.
2.13a The annual renewal date is one year exactly from the date of the initial hosting invoice. It is the client’s responsibility to ensure that they are aware of this date.
2.14 The Client agrees that WSI DIGITAL LTD holds full ownership rights to web development code of Leased or Subscription Solutions or Services.
2.15 The Client agrees that WSI DIGITAL LTD holds full ownership rights to web development code unless expressly stated otherwise by WSI DIGITAL LTD.
2.16 The client agrees that WSI DIGITAL LTD hold no responsibility for the search engine rankings of any website, whether build by WSI DIGITAL LTD or any other person or company.
2.17 The client agrees that WSI DIGITAL LTD hold no responsibility for the website traffic for any website whether build by WSI DIGITAL LTD or any other person or company.
2.18 The Client agrees to be solely responsible for all of the content of its website and accuracy of all information provided.
2.19 The Client agrees to be solely responsible for any third party fees.
2.20 The Client agrees that WSI DIGITAL LTD has fulfilled the Internet Solution outlined in the Proposal upon acceptance of the Internet Solution (“Final Client Sign Off” when website is put live).
2.21 The client agrees to pay WSI DIGITAL LTD the outstanding balance of the contract or proposal in full if more than 9 months have passed since the start date of the contract or agreement, unless expressly stated in writing by WSI DIGITAL LTD.
2.22 The client may terminate a service at any time by submitting a termination request in writing to WSI DIGITAL LTD providing 30 days notice of the termination. In this case, the client will not be entitled to a refund of any kind. In the event of termination, the deposit payment of 50% of the contract total will be due to WSI DIGITAL LTD if payment has not already been made by this time. The termination of one service may mean the consequent termination of other services provided by WSI DIGITAL LTD.
2.23 The client agrees that, unless otherwise stated in writing, any recurring services outside of the contract period, will be provided on a rolling month by month basis by WSI DIGITAL LTD, under the same terms of the contract. A notice of cancellation must be provided 30 days prior to the cancellation date in writing.
3.0 Support/Maintenance Packages and Other Services Terms
3.1 Any website or web application built by WSI DIGITAL LTD is subject to a monthly maintenance or support package as per contract or as detailed in the proposal.
3.2 The client agrees to pay the monthly maintenance or support package on the 15th of each calendar month in advance. Payment must be made by standing order.
3.3 Under no circumstances shall WSI DIGITAL LTD or its agents be liable to the Client for any network interruptions beyond WSI DIGITAL LTD’s control, including without limitation, any downtime regarding computer servers or interruption of Internet Service Providers.
3.4 WSI DIGITAL LTD reserves the right to control and restrict any content on the Client’s website which is deemed by WSI DIGITAL LTD to be illegal, tortuous, false, misleading, fraudulent, libelous, immoral, offensive or otherwise not in conformity with the policies and style of WSI DIGITAL LTD or are unlawful or violates any applicable local, state, national or international law, ordinance or regulation having the force of law or by-law and further, WSI DIGITAL LTD shall have sole discretion to terminate Hosting and/or any Other Services in such circumstances, without advance notice. The Client acknowledges that WSI DIGITAL LTD may unilaterally write or re-write reasonable rules and regulations necessary for the orderly operation of WSI DIGITAL LTD and that the Client will be bound accordingly to these terms and all other terms outlined in “WSI DIGITAL LTD”’s Hosting Service Level Agreement.
3.5 WSI DIGITAL LTD will provide reasonable levels of hosting resources, including disk storage and bandwidth to the Client. In the event that WSI DIGITAL LTD deems that resource utilisation by the Client is in excess of what WSI DIGITAL LTD deems reasonable, WSI DIGITAL LTD reserves the right to terminate the hosting services component of this agreement or levy such additional hosting fees, as it deems appropriate upon providing the Client with 30 days’ written notice.
3.6 The Client agrees to provide WSI DIGITAL LTD 30 (thirty) days’ written notice prior to the renewal date to terminate website hosting. The renewal date is the date which appears on the hosting invoice and can also be provided on request.
3.7 The client agrees that website hosting and maintenance and support packages are due for every month that a website or web application is active.
3.8 The Client agrees that WSI DIGITAL LTD reserves the right to terminate hosting, Support Packages and/or any Other Services without advance notice if the Client’s web solution is detrimental to the Hosting environment including acts of Spam or if the web solution negatively affects server performance or other web solutions on the Hosting environment.
3.9 The client agrees that the termination of website or web application hosting, or the termination of a support or maintenance package will cause any website or web application to become inactive and not publicly visible or accessible.
3.10 The client agrees that WSI DIGITAL LTD are not responsible for the effects of search engine algorithm updates to the clients website rankings within any search engines unless specifically mentioned in a contract or in writing.
3.11 The Client warrants that it has obtained all licenses, consents and approvals necessary, including without limitation those necessary for the use of personal data under the Data Protection Act 1998, for the inclusion of all data and other materials to be hosted by WSI DIGITAL LTD under this Agreement.
3.12 The client agrees that WSI DIGITAL LTD do not guarantee the volume of traffic to any website or the search engine positioning of any website unless specifically mentioned in a contract.
3.13 The client agrees that WSI DIGITAL LTD hold no responsibility for the search engine rankings of any website, whether build by WSI DIGITAL LTD or any other person or company.
3.14 The client agrees that WSI DIGITAL LTD hold no responsibility for the website traffic for any website whether build by WSI DIGITAL LTD or any other person or company.
3.15 The Client warrants that it has complied and shall continue to comply with the Data Protection Act 1998.
3.16 The client agrees that as part of any SEO campaign and where the website is hosted or managed by a third party, that it is the clients responsibility to ensure that all changes recommended by WSI DIGITAL LTD are implemented. The client acknowledges that any on-site SEO recommendations not implemented can have an effect on the SEO campaign performance and results.
Copyright Warranty Agreement Terms
4.1 The Client represents and warrants that: (a) the use, as contemplated by this Agreement, of the material supplied by the Client as described in the Proposal shall not infringe any copyright, trade mark, trade secret or other third party proprietary right; and: (b) there is no impediment to the Client’s performance of its obligations hereunder.
4.2 The Client hereby grants to WSI DIGITAL LTD, unlimited license to use all items described herein, in all Internet formats now known or devised in the future. Licensing rights for all items described herein, except those deemed proprietary to the Client, are assigned WSI DIGITAL LTD. The Client further warrants that the Client named herein, will save and hold harmless WSI DIGITAL LTD, its agents, suppliers or affiliates from any and all copyright infringement judgments resulting from the unlawful use of images and property listed.
4.3 The client agrees to be fully responsible for all content, imagery or photography on their website. It is the clients responsibility to check all content, imagery and photography on the website before the website is put live to ensure that the client has the necessary rights to use or reproduce any content, imagery or photography on the website.
4.4 The Client acknowledges that it has no copyright or any other claim nor any rights, title or interest in or to the web development (or other) code of any leased or subscription solutions provided by Service Provider, or in or to any other works or materials provided by Service Provider or in or to any web solution developed by Service Provider for Client. For its part, Service Provider shall have no right, interest or claim whatsoever in or to the Client’s trade name, trademark, or logo, or to the external graphic design of any web site specifically designed for the Client by Service Provider.
4.5 WSI DIGITAL LTD own all website designs, including concept drafts and any other graphical design produced by WSI DIGITAL LTD unless specifically stated in writing.
5.0 Interpretation of Agreement Terms
5.1 WSI DIGITAL LTD may terminate any Agreement immediately at their discretion if:
5.1.1 the Client fails to pay any sum due under any Agreement on the due date;
5.1.2 the Client is in breach of any material term of any Agreement and has failed to remedy such breach within 28 days of receipt of written notice specifying the breach and requiring it to be remedied;
5.1.3 the Client is wound up or becomes insolvent or has a receiver or administrative receiver appointed or suffers the appointment or the presentation of a petition for the appointment of an administrator or any equivalent or analogous event occurs in any other jurisdiction.
5.1.4 The Client shall have no right to a refund of any kind and will be responsible for all costs and legal fees incurred by WSI DIGITAL LTD in connection with the client’s breach of any Agreement.
5.2 The Client agrees to indemnify and keep indemnified WSI DIGITAL LTD and its agents from and against any and all losses, claims and damages, expenses, injury or liability that arise from or in connection with the Client’s website, content or activities, including but not limited to, any legal fees incurred by WSI DIGITAL LTD. The Client, at its own cost and expense, shall defend any and all actions, which may be brought by WSI DIGITAL LTD. The Client’s failure to perform under the terms of this paragraph shall be deemed a waiver of any and all claims, demands for remedies, or causes of action, including specific performance, which the Client might otherwise have against WSI DIGITAL LTD or its agents.
5.3 These terms and any agreement shall be interpreted and construed under the laws of Northern Ireland and shall be subject to the exclusive jurisdiction of the Northern Ireland courts.
5.4 No right or remedy conferred upon or reserved by WSI DIGITAL LTD is intended, and shall not be deemed, to be exclusive of any other right or remedy provided or permitted herein, by law or by equity, but each right or remedy shall be cumulative of every other right or remedy.
5.5 Any Agreement and the documents referred to in it, constitute the entire agreement and understanding of the parties and supersede any previous agreement between the parties relating to the subject matter of the Agreement. Each of the parties acknowledges and agrees that in entering into an Agreement, and the documents referred to in it, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this agreement or not) other than as expressly set out in these terms and conditions. The only remedy available to it for breach of the warranties shall be for breach of contract under the terms herein. Nothing in this sub-clause shall, however, operate to limit or exclude any liability for fraud.
5.6 The invalidity, illegality or unenforceability of any provision of these conditions should not affect the other conditions.
5.7 A person who is not party to any agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
5.8 None of the rights or obligations of the Client under the contract may be assigned or transferred in whole or in part without the prior written consent of WSI DIGITAL LTD. WSI DIGITAL LTD shall be entitled to subcontract any work relating to the contract without obtaining the consent of, or giving notice to, the Client.
5.9 These terms and conditions along with any agreement shall, as to any of its provisions remaining to be performed in whole or in part or capable of having effect following termination, remain in full force and effect despite termination.
5.10 The Client shall ensure that it complies with all laws and regulations applicable to the website, including without limitation, the Disability Discrimination Act 1995 and the Data Protection Act 1998.
5.11 Each of the parties to any Agreement undertakes to the other to keep confidential all information (written or oral) concerning the business and affairs of the other which it has obtained or received as a result of discussions leading up to the entering into of this Agreement or which it has obtained during the course of tany Agreement except any information which is:
5.11.1 required to be disclosed by a court of law;
5.11.2 already in its possession other than as a result of a breach of this clause; or
5.11.3 in the public domain other than as a result of a breach of this clause.
Each of the parties undertakes to the other to take all such steps as shall from time to time be necessary to ensure compliance with the provisions of this clause by its employees, agents and subcontractors.
Notification of Changes