Terms and Conditions

All services provided by Website Design & Marketing Ltd are subject to the following Terms and Conditions.

Clients must ensure that they read and understand these before entering into an agreement with us.

1. DEFINITIONS

1.1. The following Terms and Conditions are a legal agreement between “Website Design & Marketing Ltd” and the “Client” for the purposes of website design, development or marketing.

1.2. Sections 8, 9 and 14 will only apply to Clients using the domain, hosting or pay-per-click advertising services.

1.3. These Terms and Conditions set forth the provisions under which the Client may use the services supplied.

2. WHO WE ARE

2.1. We are Website Design & Marketing Ltd, (also referred to as “us” or “our”) a company registered in England and Wales under registered number 07786610 and our registered office is at Venture Court, 2 Debdale Road, Wellingborough, Northamptonshire NN8 5AA. You may contact us by post by writing to Website Design & Marketing Ltd, Ash House, 17 Medlicott Close, Oakley Hay, Corby, Northamptonshire NN18 9NF, or by any of the other methods described on our website www.websitedesignmarketing.com.

3. APPROVALS & ACCEPTANCE

3.1. Quotations are valid for thirty (30) days from date of issue.

3.2. The Client warrants that its authorising nominee is at least 18 years of age and that the Client possesses the legal right and ability to enter into an Agreement.

3.3. A confirmation form must be signed by the Client at the time of submission to work with Website Design & Marketing Ltd, indicating its agreement to and acceptance of these Terms and Conditions.

3.4. Website Design & Marketing Ltd reserves the right to withdraw from the contract at any time prior to acceptance.

4. INVESTMENT

4.1. All work undertaken by Website Design & Marketing Ltd is subject to a minimum investment by the Client of £50 +VAT.

4.2. The fee schedule for services to be provided by Website Design & Marketing Ltd is defined in the Confirmation Form issued to the Client. Website Design & Marketing Ltd reserves the right to alter the quotation after expiry of the thirty (30) day validity.

4.3. Unless agreed otherwise with the Client, all website design services require an advance investment of 50 per cent of the fee schedule total before the work commences. 25 per cent of the fee schedule total will be due upon delivery of the demonstration website to the Client, the remaining 25 per cent will be due within thirty (30) days thereafter. There will be exceptions in the absence of provision of content, feedback or sign-off by the Client, whereupon if these have not been provided by the Client within sixty (60) days of delivery of the demonstration website to the Client, the Client will be required to reimburse the balance of the total fee schedule immediately.

4.4. The proposal and fee schedule for web design work does not cover the release of stock images or other files associated with the project; if the Client requires these files on separate media, this will be subject to an additional investment.

5. PERMISSIONS AND INTELLECTUAL PROPERTY

5.1. All pages, images, text and code on Website Design & Marketing Ltd’s website at www.websitedesignmarketing.com is copyrighted material.

5.2. Clients and any visitors to the Website Design & Marketing Ltd website may not use any of the pages, images, text or code on the website for use on the Client’s or visitor’s own website or to create a website or templates without prior written permission from Website Design & Marketing Ltd.

5.3. Copyright of the completed web designs, images, page content / copy created by Website Design & Marketing Ltd for the project shall be with the Client upon clearance of their final payment only.

5.4. The Client hereby agrees that all media and content made available to Website Design & Marketing Ltd for use in the project are either owned by the Client or used with full permission of the original authors, for example for graphics, logos, marks and photographs used.

5.5. The Client agrees that Website Design & Marketing Ltd may include development credits and links within any code Website Design & Marketing Ltd builds or amends in the Client’s website.

5.6. The Client agrees that Website Design & Marketing Ltd reserves the right to include any work carried out for the Client in a portfolio of work.

6. CONTENT MANAGEMENT SYSTEM

6.1. The Client is granted a perpetual Content Management System (CMS) licence by Website Design & Marketing Ltd for each website domain name (the CMS is linked to that domain). If ever required, the Client will be able to transfer hosting. In order to facilitate this, Website Design & Marketing Ltd will zip all website files and supply these to the Client in suitable media e.g. CD, data stick, email etc to facilitate the transfer, including the CMS files. The Client has full responsibility for these thereafter.

6.2. If hosting is transferred, Website Design & Marketing Ltd does not take responsibility for the functionality or support provided by the new hosting service. Subsequent hosting and support by Website Design & Marketing Ltd may be chargeable. Website Design & Marketing Ltd reserves the right not to provide such hosting and support.

7. MATERIAL

Website Design & Marketing Ltd reserves the right to refuse to handle:

  1. Any material which is unlawful or deemed to be inappropriate.
  2. Any material which contains a virus or hostile program.
  3. Any material which constitutes harassment, racism, violence, obscenity, harmful intent or spamming.
  4. Any material which constitutes a criminal offence, or infringes privacy or intellectual property rights.

8. DOMAIN NAME REGISTRATION

8.1. Website Design & Marketing Ltd offers, but is not obliged to offer, domain name registration services.

8.2. Until Website Design & Marketing Ltd receives confirmation of registration, it cannot guarantee that the domain name requested will be available for registration.

8.3. The domain name is registered in the Client’s own name, address and contact details. The Client should be aware that a domain name is registered with a Domain Registrar and as such the Client shall agree to abide fully by the terms and conditions set out by the Domain Registrar for such services.

8.4. The Client agrees that information submitted for registration of domain names is then available to the general public.

8.5. The Client agrees that if at any time its contact details, including its email address, change, it is its responsibility to inform Website Design & Marketing Ltd and update its contact details accordingly.

8.6. The Client agrees to pay any initial domain name registration fees as soon as agreement has been made and thereafter to pay the annual registration fees, as set out in the proposal, at the required time, by the method agreed. Failure to comply with the payment terms may result in the Client’s domain name becoming available to another party and/or the website and email services becoming unavailable.

8.7. As part of its domain name registration service Website Design & Marketing Ltd will automatically renew the domain name at the end of the registration period. This renewal process will continue indefinitely until such time that the Client decides it no longer requires the domain name or it wishes to transfer the registration to another agency.

8.8. The Client may cancel its domain name registration, or transfer to a different agency at any time, provided its account is fully paid up to the end of the hosting contract term.

8.9. The Client should provide at least forty (40) days notice of its wish to cancel the domain name registration, before the annual renewal date. If the domain name registration is cancelled after the start of a new twelve-month period, the registration fee for that period will still apply. In addition, if the Client wishes to transfer to a different domain name then a fee will apply (to be agreed).

8.10. Clients will be invoiced for domain name registration, and other charges, annually, in advance, and settlement must be made within seven (7) days of the invoice date.

8.11. If the Client already has a domain name registered with another agency the Client agrees to pass on any access details relating to their domain name and hosting account which Website Design & Marketing Ltd requires to upload the website, if required as part of the project.

8.12. Website Design & Marketing Ltd reserves the right without notice to cancel, reject or refuse to work with domain names without reason for such rejection or refusal.

8.13. Website Design & Marketing Ltd is not liable for any consequences or financial losses such as, but not limited to, loss of business, profit, revenue, contract, data or potential savings, relating to services provided.

9. WEBSITE HOSTING

9.1. Website Design & Marketing Ltd offers, but is not obliged to offer, website hosting services.

9.2. The Client agrees to pay any hosting fees as soon as agreement has been made and thereafter to pay the annual hosting fees, as set out in the proposal, at the required time, by the method agreed. Failure to comply with the payment terms may result in the Client’s website and email services becoming unavailable.

9.3. As part of its hosting service Website Design & Marketing Ltd will automatically renew the hosting service for the Client’s domain at the end of each hosting period. This renewal process will continue indefinitely until such time that the Client decides it no longer requires the service or it wishes to transfer the website to another host.

9.4. The Client may cancel their website hosting contract, or transfer to a different hosting agency at any time, provided the account is fully paid up to the end of the hosting contract term.

9.5. The Client should provide at least forty (40) days notice of their wish to cancel the hosting service, before the annual renewal date. If the hosting service is cancelled after the start of a new twelve-month period, the hosting fee for that period will still apply. In addition, if the Client wishes to transfer to a different hosting agency, then a fee will apply which will be agreed at the time.

9.6. Clients will be invoiced for hosting, and other charges, annually, and settlement must be made within seven (7) days of the invoice date.

9.7. If the Client already has a hosting service with another agency the Client agrees to pass on any access details relating to its hosting account which Website Design & Marketing Ltd requires to upload the website, if required as part of the project.

9.8. Website Design & Marketing Ltd reserves the right without notice to cancel, reject or refuse to work with alternative hosting services without reason for such rejection or refusal.

9.9. Using an email address hosted by Website Design & Marketing Ltd for Spamming or any type of unsolicited commercial or non-commercial email is strictly prohibited and the Client’s account may be suspended if it is found to be doing so.

9.10. The Client agrees to keep secure any identification, log in, password and other confidential information relating to its account, if it has been supplied with such information. The Client is personally responsible for the use of its account and the secrecy of its passwords. The Client must also inform Website Design & Marketing Ltd immediately if someone steals its passwords or if it finds someone else is using its ID. The Client agrees to co-operate with Website Design & Marketing Ltd and the police concerning any legal action taken arising from the misuse of the Client’s account by anyone else.

10. WORDPRESS WEBSITES

10.1 From time to time WordPress release security and product updates. When these are available it is best practice to review and install these to keep the site secure and performing at its best. We recommend that the website is fully backed up before updates are installed. Your own IT staff can perform this or we can provide the service for a fee specified in your Proposal. If you take up this service it will be automatically renewed annually unless 40 days notice is given prior to the renewal date.

11. PROJECT AGREEMENT

11.1. Additional work requested by the Client, which is not specified in the agreed confirmation form, is subject to an additional quotation by Website Design & Marketing Ltd on receipt of specification. If the work is needed as part of an existing project then this may affect the time scales and overall delivery time of the project.

11.2. It is important that the Client communicates its ideas and base information to Website Design & Marketing Ltd clearly, concisely, and in a timely manner.

11.3. The target completion date is a mutually agreed date for completion of the website (typically within eight to twelve (8-12) weeks of the start date). It is important that the Client devotes sufficient time of their own to the project to produce initial information, review progress, supply new or additional material, and ultimately ensure that the project proceeds unimpeded. In the event that the agreed completion date has passed, and Website Design & Marketing Ltd is prevented from progressing with the project due to waiting on responses from the Client, Website Design & Marketing Ltd reserves the right to impose an additional charge as appropriate.

11.4. During the project timelines, Website Marketing & Design Ltd will require the Client to provide website content i.e. text, images and where applicable video, animation and sound files. Text content must be proofread and error-checked by the Client.

11.5. If content/approvals/feedback are not provided within the outlined period of an official request by email, then Website Design & Marketing Ltd reserves the right to advise the Client of a revision to the final payment fee based on new or revised pricing schedules that may be introduced from time to time. If content is not provided within two (2) weeks from the original email request by Website Design & Marketing Ltd, then the Client is considered to be in default of the contract, the project may be terminated and the Client sent the final invoice for immediate payment of 100% of the value of the fee schedule. Website Design & Marketing Ltd will agree, at our discretion, to recommence the commission after agreement is reached on a new proposal document and fee schedule, and once the original fees have been paid.

11.6. Unless otherwise specified in the project proposal, this Agreement assumes that any text will be provided by the Client in electronic format (typically via email) and that all photographs and any other graphics will be provided electronically in .gif, .jpeg, or .png format. Although every reasonable attempt shall be made by Website Design & Marketing Ltd to return to the Client any images or material provided in hard copy format for use in creation of the Client’s website, such return cannot be guaranteed.

11.7. All Client-driven alterations to the original scope and brief of the website project must be requested via a Change Request Form.  Blank Change Request Forms are available from Website Design & Marketing Ltd. Upon receipt of a completed Change Request Form, Website Design & Marketing Ltd will detail any cost and time implications for the work. After the specified alterations have been completed, Website Design & Marketing Ltd will advise the Client as such and if further amendments are required, Website Design & Marketing Ltd will raise a Request For Change Form, which will also detail cost and time implications, and will send this form to the Client for agreement and approval. Website Design & Marketing Ltd reserves the right to request payment to be received for alterations before continuing with the project.

11.8. Website Design & Marketing Ltd will provide the Client with opportunities to review the appearance of the website during the design phase.

11.9. The Client agrees that a page built from a graphic design may not exactly match the original design because of the difference between the display in design software and the rendering of code by internet browser software. Website Design & Marketing Ltd agrees to match the design as closely as is possible when building the code.

11.10. Upon delivery of the final graphic design visuals, the Client is asked to confirm (by email) that the design is signed off as complete and agree that any further design alterations will attract a fee (to be agreed).

11.11. Upon delivery of the demonstration website the Client is asked to confirm (by email) whether it has any issues or concerns with the demonstration website. Any such matters must be raised within seven (7) days of delivery of the demonstration website, and any further work will attract a fee which will be agreed at the time.

11.12. After site completion, the Client or a third party of its choosing may wish to edit the website code themselves to make updates. However, the Client agrees that in so doing it assumes full responsibility for any issues, which may occur as a result of changing the code itself. If the Client or a third party of its choosing edits the website code and this results in functionality errors or the page displaying incorrectly, then Website Design & Marketing Ltd reserves the right to quote, or decline to quote, for work to repair the website, and is not obliged to offer this service in any way.

11.13. Website Design & Marketing Ltd reserves the right to assign subcontractors in whole or as part of the project if needed.

11.14. All communications between Website Design & Marketing Ltd and the Client shall be by telephone, email or Skype, except where agreed at Website Design & Marketing Ltd’s discretion.

12. WEB BROWSERS

12.1. Website Design & Marketing Ltd shall make every effort to ensure that Clients’ websites are designed to be viewed by the majority of web traffic. Sites are designed to work with the main browsers’ latest releases (Internet Explorer and Mozilla Firefox). New layouts are tested with older browsers to ensure as much compatibility as possible. The Client agrees that Website Design & Marketing Ltd cannot guarantee correct functionality with all browser software across different operating systems.

12.2. The Client agrees that after handover of files any updated software versions of the main browsers (Internet Explorer and Mozilla Firefox) thereafter may affect the functionality and display of its website. As such, Website Design & Marketing Ltd reserves the right to quote for any work involved in altering the website design or website code for it to work with updated browser software.

13. SEARCH ENGINE MARKETING

13.1. Organic search engine rankings are based on a constantly evolving set of metrics, which includes, but is not limited to, content, links-in, keywords, offers, proposition, information etc.  Consequently, the Client accepts that there are no guarantees in respect of organic search engine rankings for its website.

13.2. If the Client is interested in further optimisation and promotion of its website, Website Design & Marketing Ltd can provide proposals and quotations for specialist search engine optimisation or pay-per-click advertising projects.

14. PAY-PER-CLICK ADVERTISING

14.1. Website Design & Marketing Ltd offers, but is not obliged to offer, pay-per-click advertising support services.

14.2. Website Design & Marketing Ltd offers a full management and implementation service, and will use our knowledge, experience and expertise to advise Clients on how to get the best results, set-up and/or manage their accounts, test and measure, and report and advise on refining and improving the Client’s campaign. Our focus is on achieving the highest quality, lowest cost leads, from identified markets that are targeted as directly as possible.

14.3. Pay-per-click advertisement rankings are partly based on the budget that the Client wishes to invest. This usually takes the form of bidding on Google AdWords, or setting an amount per click, and then establishing a daily/weekly/monthly ceiling budget. Consequently, the Client accepts all responsibility for the level of its financial commitment to pay-per-click advertising, and also that there are no guarantees in respect of Google AdWords rankings for the Client’s advertisements.

14.4. The Client will hold its own Google AdWords Account, to which it authorises access for Website Design & Marketing Ltd to provide its management service. The Client agrees to abide fully by the terms and conditions set out by Google and undertakes to pay all advertising fees direct to Google when they are due, as well as the service fees to Website Design & Marketing Ltd, as soon as agreement has been made and thereafter to pay the fees, as set out in the proposal, at the required time, by the method agreed. Failure to comply with the payment terms may result in the Client’s Google AdWords Account being deactivated by Google, or withdrawal of Website Design & Marketing Ltd’s services through the Client’s breach of contract.

15. INVOICING, SETTLEMENT & CANCELLATION

15.1. All prices are subject to VAT.

15.2. For any new design or development projects, Website Design & Marketing Ltd requires a 50% deposit investment to be received in advance of the work being carried out and before handover of files, except where agreed at Website Design & Marketing Ltd’s own discretion.

15.3. If the Client wishes to spread the cost of the website, Website Design & Marketing Ltd may, at our discretion, offer instalment terms. These should be agreed prior to the commencement of the work.

15.4. For design and development projects, once the final payment has been received and the work finished, the work carried out will be published and made publicly available.

15.5. The Client may request at any time that a project is cancelled, by email to Website Design & Marketing Ltd. If the project is cancelled before the agreed start date, the Client is obliged to pay 90% of the value of the fee schedule. If the project is cancelled after the agreed start date, the Client is obliged to pay 100% of the value of the fee schedule. If Website Design & Marketing Ltd has completed the work and the Client no longer requires the outcome but has agreed to the work, the Client is obliged to pay Website Design & Marketing Ltd 100% of the value of the fee schedule.

15.6. Invoices will be provided by Website Design & Marketing Ltd at the stages outlined in item 4.3 and 14.2 above. Invoices are normally sent via standard post; however, the Client may choose to receive emailed invoices. All invoices must be paid as stipulated in item 4.3, except where agreed at Website Design & Marketing Ltd’s own discretion.

15.7. Payment for services can be made by debit or credit card, bank transfer or standing order. Cheques will also be accepted and should be made payable to Website Design & Marketing Ltd.

15.8. Website Design & Marketing Ltd reserves the right to claim statutory interest on any late payments. This will be charged at 8 per cent over the current Bank of England base rate. Website Design and Marketing Ltd also reserve the right to claim compensation for recovery costs under late payment legislation if money owed is not received by the agreed date and under the agreed credit terms.

15.9. Website Design & Marketing Ltd reserves the right to decline further work on a project if there are outstanding invoice payments with the Client.

15.10. Website Design & Marketing Ltd reserves the right to remove work for the Client from the Internet if payments are not received.

16. LIMITATION FROM LIABILITY

16.1. Website Design & Marketing Ltd endeavours to provide a website within agreed delivery timescales to the best of its ability. However, the Client agrees that Website Design & Marketing Ltd is not liable for any claims, losses, costs incurred or compensation due to any failure to carry out services within a given delivery timescale.

16.2. The Client agrees Website Design & Marketing Ltd is not liable for absence of service as a result of illness or holiday.

16.3. The Client agrees that Website Design & Marketing Ltd is not liable for any failure to carry out services for reasons beyond our control including but not limited to acts of God, telecommunication problems, software failure, hardware failure, third party interference, Government, emergency on major scale or any social disturbance of extreme nature such as industrial strike, riot, terrorism and war or any act or omission of any third party services.

16.4. Website Design & Marketing Ltd is not liable for any consequences or financial losses such as, but not limited to, loss of business, profit, revenue, contract, data or potential savings, relating to services provided.

16.5. Website Design & Marketing Ltd reserves the right to carry out normal system housekeeping such as creating backups i.e. databases, copy etc. for all work that we have created for the Client, but does not accept responsibility for ensuring the full integrity and functionality of these backups.

16.6. The Client’s data security is its own responsibility.

16.7. Website Design & Marketing Ltd shall have no liability to the Client or any third parties for any damages, including but not limited to, claims, losses, lost profits, lost savings, or other incidental, consequential, or special damages arising out of the operation of or inability to operate the web pages or website, even if Website Design & Marketing Ltd has been advised of the possibility of such damages.

16.8. Laws and taxes can affect Internet eCommerce. The Client agrees that it is its responsibility to comply with such laws and will hold harmless, protect, and defend Website Design & Marketing Ltd and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Client’s adoption of Internet eCommerce.

16.9. Website Design & Marketing Ltd may from time to time recommend to the Client that updates are needed to its site to comply with, including but not limited to, new legislations, software releases and web standards. Website Design & Marketing Ltd reserves the right to quote for any updates as separate work. The Client agrees Website Design & Marketing Ltd is not liable for any failure to inform or implement these updates to its site. The Client agrees that it shall defend, indemnify, save and hold Website Design & Marketing Ltd harmless from any and all demands, liabilities, costs, losses and claims arising from omission to inform or implement these updates.

17. INDEMNITY

17.1. The Client agrees to use all Website Design & Marketing Ltd services and facilities at its own risk and agrees to defend, indemnify, save and hold Website Design & Marketing Ltd harmless from any and all demands, liabilities, costs, losses and claims including but not limited to solicitor’s fees against Website Design & Marketing Ltd or its associates that may arise directly or indirectly from any service provided or agreed to be provided or any product or service sold by the Client or its third parties. The Client agrees that this indemnification extends to all aspects of the project, including but not limited to website content and choice of domain name.

17.2. The Client also agrees to defend, indemnify and hold harmless Website Design & Marketing Ltd against any liabilities arising out of injury to person or property caused by any service provided or agreed to be provided or any product or service sold by the Client or third parties, including but not limited to, infringement of copyright, infringement of proprietary rights, misinformation, delivery of defective products or services which is harmful to any person, business, company or organisation.

18. CONFIDENTIALITY

18.1. Website Design & Marketing Ltd and any third party associates agree that, except if directed by the Client, it will not at any time during or after the term of this agreement disclose any confidential information. Likewise, the Client agrees that it will not convey any confidential information about Website Design & Marketing Ltd to another party.

19. TERMINATION & ALTERATION

19.1. Website Design & Marketing Ltd reserves the right to terminate a project with a Client at any time without prior notification if it finds the Client to be in breach of these Terms and Conditions. Website Design & Marketing Ltd shall be the sole arbiter in deciding what constitutes a breach. No refunds are given in such a situation.

19.2. The contract shall be governed by the laws of England and Wales which shall claim venue and jurisdiction for any legal motion or claim arising from the contract. The contract is void where prohibited by law.

19.3. Where one or more terms of the contract are held to be void or unenforceable for whatever reason, any other terms of the contract not so held will remain valid and enforceable by law.

19.4. Any and all matters pursuant to this agreement are governed by English Law and are under exclusive jurisdiction of the English Courts.

19.5. Website Design & Marketing Ltd reserves the right to alter these Terms and Conditions at any time without prior notice.

20. GENERAL

20.1. By accepting a quotation or making a payment to use the services supplied, the Client acknowledges that they have read, understood, and accepted these Terms and Conditions, and agree to be legally bound by them.