Our Terms of business:
If you are happy with our quotation and wish to go ahead, initially we ask that you contact us via the phone or email to confirm. We have now moved forward and gone down the technical route, which enables you to sign the contract digitally. However if you'd prefer the good old fashioned method, please let us know we can soon get the paperwork sent out like we used to.
Once you confirm our quotation given we can begin work subject to these terms of business. In cases where no proposal or contract was signed, quotation was provided or needed, any instructions, guidance or requests to engage our services will also mean we can begin work subject to these terms of business.
We'll always do our best to fulfil your needs and meet your expectations, but it's important to have things written down so that we both know what's what, who should do what and when, and what will happen if something goes wrong.
SO IN SHORT
We are Digital Zest Ltd registered office at William Street Business Centre, 7a Lower Clark St, Scarborough, YO12 7PW. We can be contacted at our address or via firstname.lastname@example.org or 0330 900 1633. We will need you to notify us of your point of contact and authorise them to make any and all decisions related to our work. If a third party becomes involved at any stage and alters the instructions given to us we reserve the right to charge for any extra time involved in dealing with further requests or changes.
Our Fees are defined in the quotation that you have accepted. Quotes are valid for a period of 30 days and after that time, we reserve the right to decline or alter a quotation. You may be required to make an initial payment and this will be documented in your quotation. If that is the case, we will not begin work until this initial payment is received. We're sure you understand how important it is as a small business that you pay the invoices that we send you promptly. Invoices are normally sent via email however you can request hard copy invoices. Payment of our invoice is due upon receipt. Any accounts that remain unpaid 14 days after the date of the invoice will have interest on the overdue amount at the rate of 8% per year. This interest shall accrue on a daily basis from the due date until the date of actual payment whether before or after Judgment. We also reserve the right to invoke the Late Payment of Commercial Debts Act which may subject you to further interest and/or penalty payments. We are happy to migrate your existing website and will do so for a standard agreed fee. However if this matter becomes unduly complicated and the time taken to do this work exceeds more than one hour, you will be charged at our usual hourly rate of £95.
You are also responsible for any additional expenses necessary for the completion of any work over and above that included in your quotation. Examples would be purchase of special fonts and stock photography as these take time to source and select. You will be advised of any additional charges as they are incurred.
2. WHEN WE WILL PROVIDE THE SERVICE
We will begin working on your account as soon as we have all signed documentation back from you and any initial payment has been made. The estimated time for completion is on your quotation. Time shall not be of the essence unless we are previously advised of this and accept the deadlines that you provide us.
3. CLIENT REVIEW
We will give you an opportunity to review the design and content of the website or any other work we undertake on your behalf during and after the initial design phase and again once the overall development is completed. Once the work has been completed in accordance with the quotation given to you we shall consider it automatically approved and our work concluded unless you notify us otherwise within 5 working days of the date the final materials are sent to you.
4. MONOPOLY POLICY
If a website is found to be monopolising the resources available to use, we reserve the right to suspend that site immediately. This Policy is only implemented in extreme circumstances and is intended to prevent the misuse of our servers. You may be offered an option whereby we continue to provide the serves but only for an additional fee. This Policy will only be implemented where a particular website receives very excessive traffic or an attack. Actions will then be taken to limit the damage that this excessive traffic impact has on other websites and services we provide for other customers.
5. INTELLECTUAL PROPERTY RIGHTS
You will retain copyright to all data, files and graphic logos provided by you and grant us all necessary rights to publish and use such material. It is your responsibility to ensure that you have all necessary permissions to use any information that you pass to us particularly any such information that may be owned by a third party and you warrant that any data, files, logos or other information that you provide to us shall not infringe the rights including any intellectual property rights of any third party.
You are to indemnify us in respect of all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable costs and expenses suffered or incurred arising out of or in connection with any claim brought against us for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the receipt, use or supply of information, data, files and logos from you. Once your website is launched you will own all elements of text, images and data you provided unless someone else owns them. We'll give you source files and finished files and you should keep them somewhere safe as we are not required to keep a copy. Copyright will remain with any assets on licence from its copyright owners. We will own all other assets such as text images, and videos that we created and also the unique combination of these elements that constitutes a complete design including site files and database.
You agree that you will not copy, reproduce, alter, modify or create derivative works from the website created by us and will not permit any robots, spider, other automated device or manual process to monitor or copy any content from the website created by us.
Once the website is launched we will provide you with a licence for the whole combination of these elements that constitutes a complete design exclusively and in perpetuity for this project only. Should you require use of any of the elements mentioned above for any other purpose, you are to contact us in order for a licence to be granted for that particular use.
We love to show off our work and share what we have learned with other people so we reserve the right to use any and all assets provided by you. We may showcase our work and may link to your project as part of our portfolio and write about it on websites in magazine articles or books. A link to our website will appear in either small type or by small graphic at the bottom of your website. If a graphic is used it will be designed to fit in with the overall site design. We can remove the design credit for a nominal fee of 10% of the total development charges with a minimum fee of £200.00.
6. DATA PROTECTION
Both parties will comply with all applicable requirements of the Data Protection Legislation. We have our own Data Protection Policy which can be found here (link here).
7. FAILURE TO PROVIDE INFORMATION
We will need certain information from you so we can supply our service to you. This will have been advised to you previously. If you do not give us the information within 2 weeks of us asking for it or if you give us incomplete or incorrect information, we may either end the contract or temporarily close the project which will involve an additional administration charge of £395 plus vat in respect of the time it will take us to reschedule yours and others work, or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying our services late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it.
8. YOUR RIGHTS TO END THIS CONTRACT
If you want to end the contract before it is completed where we are not at fault just contact us to let us know. You can terminate our agreement at any time depending on the nature of the contract we have with you, subject to the provisions below -
1 - Traditional Website design and build - You can terminate the agreement at any time. However you will be billed in full for all work done up to that point and will also be charged an administration fee to deal with anything that we need to do to ensure your project is wound up properly. We will refund any sums paid by you for services not provided at that point
2 - Hosting - you will have a yearly contract. This will renew automatically each year unless you provide us with at least 30 days’ notice in writing prior to the anniversary of its renewal. If either party chooses to cancel the agreement at any time, you will still be charged for the full year of hosting and will not be entitled to any refund.
3 – Support – our support contracts are rolling monthly contracts which continue until terminated by either party. If you would like to cancel this contract you must give 90 days’ notice in writing.
4 - E-commerce Platform – this is a rolling monthly contract which continues for a minimum term of 24 months. If you wish to leave before the expiry of the initial 24 month term we shall require our outstanding fees for the remainder of the term to be paid in full. Following the initial term you must give 30 days’ notice in writing if you wish to end the contract. It should be noted however that as it is our platform you will not be permitted to take the site with you, you can however still take exports of the product, customer information, order information and the images. If you wish to take the site we can discuss an ongoing license fee and ongoing support arrangements.
5 - Signature System - you will have a yearly contract. This will not automatically renew, though we will discuss a continuation of the contract or offer an alternative contract during the last month, to prepare both parties for the next step. If you choose to cancel your agreement with us at any other time, you will still be charged for the full year and will not be entitled to any refund.
9. OUR RIGHTS TO END THIS CONTRACT
We may end the contract at any time by writing to you if a) you do not make any payment to us when it is due and you still do not make payment within 7 days of us reminding you that payment is due b) you do not within 14 days of us asking for it, provide us with information that is necessary for us to provide the services c) if you ask us to do something that breaches one of our terms of business. d) you suspend or threaten to suspend payment of debts or are unable to pay debts as they fall due or admit inability to pay debts or are deemed unable to pay your debts within the meaning of Section 1 2 3 of the Insolvency Act 1986 e) you commence negotiations with creditors with a view to rescheduling debts or make a proposal for or enter into any compromise or arrangement with any of your creditors, a petition is filed, a notice is given, a resolution is passed or an order is made for or in connection with the winding up of your company f) any event occurs or proceeding is taken with respect to you or your business which has an affect equivalent or similar to any of the events mentioned above at d to f. Should any of the above matters occur we will be entitled to charge you for all work done up to that point together with compensation for the net costs we will incur as a result of your breaking the contract together with a fee in respect of our ongoing contractual losses.
10. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU
If we fail to comply with these terms we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or failing to use reasonable skill and care (but we are not responsible for any loss or damage that is not foreseeable). We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors. If defective digital content which we have supplied damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation. We will not be liable for damage which you could have avoided by following our advice to apply an update offered to you free of charge or for damage which was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us. We are not liable for business losses. We shall have no liability to you for any loss of profit, loss of business, business interruption or loss of business opportunity. We have public liability insurance in place to a limit of £5 million pounds and our liability will be limited to this sum.
If you are unlucky enough to suffer a cyber attack of any nature and we believe your site is infected and unsafe we reserve the right to immediately apply the security patch and relevant updates in order to safeguard your own site and those of others also being hosted on the same server. You will be invoiced on a time spent basis for the work involved. We will of course do our best to notify you in advance of our undertaking this work but it this may not always be possible. If you have a support contract your fee will include basic patches and update maintenance. Any work necessary over and above that routine work will incur fees as outlined above.
12. CODE OF CONDUCT
We will happily design and build you a website for any purpose, as long as it does not violate the following:- Upload, post, publish, distribute, disseminate or otherwise transmit any content (hereinafter "post") that is unlawful, tortuous, defamatory, harmful or invasive of another's privacy, or otherwise objectionable material, such as information about illegal activities.
Post any content that you do not have the rights to transmit, such as confidential information or non-disclosure agreements.
Post any content that infringes any patent, trademark, trade secret or copyright, unless you are the owner of such rights or have permission of the owner to transmit such material.
Harm minors in any way.
Post or enable the posting by others of adult material - includes all pornography, erotic images, or otherwise lewd or obscene content. Post or otherwise transmit any unsolicited or unauthorised advertising such as "junk mail", "spam", "chain letters" or any other forms of solicitation.
Post or transmit any material that contains viruses, Trojan horses, worms, time bombs, or any other computer code that is designed to alter, infect, destroy or limit the functionality of any computer software or hardware.
Abuse, harass, stalk, threaten or otherwise violate the rights of others, distribute, collect or store personal data about other users without their prior consent.
Provide or promote any information about illegal activities, promote harm or injury against any group or individual or promote any act of cruelty to animals. This may include but is not limited to instructions on the assembly of bombs, grenades or other weapons.
Violate any law or regulation, engage in commercial activities that are deemed inappropriate.
We reserve the right to preserve content and also disclose content if required to do so by law or in good faith belief that such preservation or disclosure is reasonably necessary to: (I) comply with the law; (ii) respond to any claims that any content violates the rights of third-parties;(iii) protect the rights, property, or personal safety of the Digital Zest, its users and the public.
13. TECHNICAL SUPPORT
If you experience problems with your service, we request that you contact us via email at
email@example.com, if urgent please call 0330 900 1633 during office hours, clearly stating the issues you are experiencing. Our standard support is not 24/7, if you specifically require 24/7 support this additional service can be arranged and provided at a cost. Please note we may require suspension of some of our services for short scheduled periods to carry out maintenance or repair to our services. This usually takes place outside normal business hours (where ever possible during the hours of 10pm till 6am) to reduce the impact on our services.
14. CHANGES AND REVISIONS
The price quoted is based on the length of time we estimate we'll need to accomplish everything you've told us you want to achieve, but we're happy to be flexible. If you want to change your mind or add anything new, that won't be a problem as we'll discuss your requirement and make the necessary changes, though if this involves additional time being spent on your matter we will charge at our usual hourly rate.
15. FORCE MAJEURE
This means any circumstance not within a party’s reasonable control including without limitation a) acts of God, flood, drought, earthquake or other natural disaster b) epidemic or pandemic c) terrorist attack, civil war, civil commotion or riots d) nuclear chemical or biological contamination or sonic boom e) any law or action taken by a government or public authority f) collapse of buildings, fire explosion, or accident g) interruption or failure of utility service.
If we are prevented, hindered or delayed in performing our obligations under the quotation we shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
As soon as is reasonably practicable after the start of the force majeure event but no later than two working days from its start the other party must be notified of the event, its likely potential duration and the effect on its ability to perform obligations under the agreement.
If the force majeure event prevent hinders or delays our performance or obligations for a continuous period of more than 14 working days you may terminate this agreement by giving 14 days written notice at which point our termination provisions will come into play.
16. OTHER IMPORTANT STUFF
If any provision of this contract shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this contract and shall not affect the validity and enforceability of any remaining provisions.
Just like a parking ticket, you can't transfer this contract to anyone else without our permission. This contract stays in place and need not be renewed.
This contract is a legal document under exclusive jurisdiction of English and Welsh courts and is governed by the laws of England and Wales.
We reserve the right, at our discretion, to change, modify, add, or remove portions of these Terms at any time by posting the amended Terms. Please check these Terms periodically for changes. Your continued use of our Services after the posting of changes constitutes your binding acceptance of such changes.