Terms.

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The following definitions and rules apply in these terms and conditions (“Terms”).

 

  • 1.1 Definitions:
    • Business Hours: means between 09:00 and 16:00 from Monday to Friday, excluding bank holidays and public holidays.
    • Confidential Information: means all confidential information (however recorded) which either of us discloses to the other’s employees, officers, representatives, advisers or subcontractors in connection with this agreement, which is either labelled as such or would be reasonably considered as confidential because of its nature.
    • Contract: means the contract between you and us for the supply of the Project and Services, comprised of these Terms and the Proposal.
    • Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation
    • Data Protection Legislation: means all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR); the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
    • Deliverables: means all products and materials we develop in relation to the Project in any media, including computer programs, data, diagrams, reports and specifications (including drafts) other than Intellectual Property Rights in any materials you provide.
    • Domestic Law: means the law of the United Kingdom or a part of the United Kingdom.
    • Intellectual Property Rights: means the patents, rights to inventions, copyright and related rights, trade marks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered, and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.
    • Project: means the project and services to be supplied to you as described in the Proposal.
    • Project Manager: the manager for the Project appointed in accordance with clause 4.1(a)
    • Project Milestone: the date (s) and stages by which a part of the Project is estimated to be completed, as set out in the Proposal.
    • Proposal: means the proposal document to be read in conjunction with these Terms and which sets out the details of the Project and Services to be delivered to you, the Project Milestones and responsibilities of each of us for, or in connection with, the provision of the Project to you.
    • Services: means the Services to be supplied to you as described in the Proposal, including but not limited to any or all of the Services set out in Schedule 1.
    • Term: means the length of the Contract as defined in clause 2.
    • VAT: value added tax chargeable under English law for the time being and any similar additional tax.
  • 1.2 In addition to the terms defined under clause 1.1, throughout these Terms, the terms "you", "your" and "yours" refers to the person and/or company identified in the Proposal as the party to whom we are supplying the Services.  The terms "we", "us" and "our" refer to Web Box Cardiff Limited, a company registered in England and Wales under company number 07796087.
  • 1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
  • 1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
  • 1.5 Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular.
  • 1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
  • 1.7 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
  • 1.8 A reference to writing or written includes email but not fax.
  • 1.9 References to clauses and schedules shall, unless the contrary is stated, be a reference to a clause or schedule of these Terms.   References to paragraphs shall, unless the contrary is stated, be a reference to a paragraph of the schedule.
  • 1.10 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
  • 1.11 If there is any inconsistency between any of the provisions of these Terms and the provisions of the Proposal, the provisions of these Terms shall have priority.
  • 2.1 The Contract shall commence on the date on which you execute the Proposal. These Terms shall govern the Contract.
  • 2.2 The Contract shall continue until the later of the Project completion date or the date of completion of any additional Services which we agree to supply to you, unless terminated earlier in accordance with clause 10.
  • 3.1 We shall use reasonable endeavours to manage and complete the Project, and to deliver the Services to you, in all material respects in accordance with the Proposal.
  • 3.2 We shall use reasonable endeavours to meet the Project Milestones and service levels set out in the Proposal, but any such dates and time frames shall be estimates only and time shall not be of the essence of the Contract.
  • 4.1 You shall:
    • (a) co-operate with us in all matters relating to the Project and Services and appoint a Project Manager, who shall have the authority to contractually bind you on matters relating to the Project and Services;
    • (b) provide in a timely manner any information, access, facilities and cooperation that we may reasonably require to enable us to comply with our obligations to you;
    • (c) ensure that any information, data or documents that you supply to us is accurate in all material respects;
    • (d) procure and maintain any third-party co-operation reasonably required for the Project or Services;
    • (e) effect and maintain appropriate licences and consents in relation to anything which may be required for the Project or Services;
    • (f) take all steps to ensure the health and safety of our employees, subcontractors, agents or anybody else engaged by us in the Project or Services, whilst they are in attendance at any property or premises owned and/or in any way controlled by you, such steps shall include obtaining and maintaining appropriate insurance in an adequate amount in respect of health and safety;
    • (g) be responsible (at your own cost) for providing and maintaining any necessary communications equipment, telephone service and internet connectivity in order to enable us to complete the Project or supply the Services;
    • (h) ensure compliance with all relevant statutory and regulatory obligations, including in respect of advertising standards and consumer regulations; and
    • (i) comply with any additional obligations imposed on you under Schedule 1.
  • 4.2 If we are prevented or delayed in the performance of our obligations under the Contract as a result of your acts or omissions or those of your agents, subcontractors or employees:
    • (a) we shall not be liable to you for any costs, charges or losses that you may incur as a result; and
    • (b) you shall be liable to pay to us all reasonable costs, charges or losses sustained or incurred by us as a result of such acts or omissions. Such losses shall include, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, and loss of opportunity to deploy resources elsewhere.
  • 4.3 You shall not, without our prior written consent, at any time from the date the Contract commences to the expiry of twelve months after the end of the Term, solicit or entice away from us or employ or attempt to employ any person who is, or has been, engaged as our employee or subcontractor. You shall not be in breach of this clause 4.3 if you hire one of our employees or subcontractors as a result of a recruitment campaign not specifically targeted to any of our employees or subcontractors.
  • 5.1 If either of us wishes to materially change the Proposal, it shall submit details of the requested change to the other in writing and the other party shall not unreasonably withhold or delay consent to it.  For the avoidance of doubt, and unless the Proposal provides otherwise, if the Project involves website design and development or graphic design and branding, a material change is deemed to include a request for more than 3 revisions of the design or of the functional requirements of the website at each Project Milestone.
  • 5.2 If you wish to change the Proposal, we are under no obligation to do so unless and until we have agreed in writing on the necessary variations to our charges, the Project Milestones and any other relevant terms of the Contract to take account of the change.
  • 6.1 The following provisions shall apply:
    • (a) Clause 6.2 shall apply if the Project or Services are to be provided on a time and materials basis;
    • (b) Clause 6.3, 6.4 and clause 6.5 shall apply if the Project or Services are to be provided for a fixed price;
    • (c) Schedule 1(B) shall apply if the Services to be provided are web hosting services;
    • (d) Schedule 1(E) shall apply where the Services to be provided are ‘Pay per click’ services.

The remainder of this clause 6 shall apply in all cases.

  • 6.2 Where the Project or Services are provided on a time and materials basis:
    • (a) the charges payable shall be calculated in accordance with our standard hourly rates as set out in the Proposal and amended from time to time;
    • (b) our standard hourly rates are based on hours worked between 9.00 am and 5.00pm Mondays to Thursday and 9.00am to 4.00pm on Fridays (excluding public holidays);
    • (c) we shall be entitled to charge an overtime rate of 25% of the normal rate for hours worked by members of the project team outside the hours referred to in clause 6.2(b) above on a pro-rata basis;
    • (d) we shall ensure that all members of the project team complete timesheets recording time spent on the Project or Services, and we shall use such time sheets to calculate the charges covered by each monthly invoice referred to in clause 6.2(e); and
    • (e) we shall invoice you monthly in arrears for our charges for time, expenses and materials (together with VAT where appropriate) for the month concerned, calculated as provided in this clause 6. Any expenses, materials and third party services shall be invoiced by us at cost (unless the Proposal provides otherwise). Each invoice shall set out the time spent by each member of the project team and provide a breakdown of any expenses and materials.
  • 6.3 Where the Project or Services are provided for a fixed price, the total price shall be the amount set out in the Proposal. The total price shall be paid to us in the instalments set out in the Proposal on the completion of the corresponding Project Milestone.
  • 6.4 On completion of each Project Milestone, we shall invoice you for the charges that are then payable, together with expenses and the costs of materials (and VAT, where appropriate), calculated as provided in clause 6.3.  For the avoidance of doubt, completion of each Project Milestone occurs when we receive written acceptance of the corresponding Project Milestone from your Project Manager, such written acceptance not to be unreasonably withheld or delayed.  We reserve the right to raise an invoice on completion of a Project Milestone, regardless of receipt of a written acceptance from your Project Manager, where we reasonably consider the Project Milestone to have been achieved.
  • 6.5 Any fixed price contained in the Proposal excludes:
    • (a) the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by the project team in connection with the Project or Services, and the cost of any materials or services reasonably and properly provided by third parties required for the supply of the Services. Such expenses, materials and third party services shall be invoiced by us at cost (unless the Proposal provides otherwise); 
    • (b) VAT, which we shall add to our invoices at the appropriate rate; and
    • (c) the use of stock images, photography, copywriting, content migration and population or digital image processing. 
  • 6.6 You must pay each invoice submitted by us in full, and in cleared funds, within 14 days of receipt.
  • 6.7 Without prejudice to any other right or remedy that we may have, if you fail to pay us on the due date we may:
    • (a) charge interest on such sum from the due date for payment at the annual rate of 5% above the base lending rate from time to time of the Bank of England, accruing on a daily basis until payment is made, whether before or after any judgment; and
    • (b) suspend the Project and Services, including any website hosting service we are providing to you, until payment has been made in full.
  • 6.8 Time for payment shall be of the essence of the Contract.
  • 6.9 All charges payable to us under the Contract, including charges for annual or monthly Services which become due or payable within any termination notice period, shall become due immediately on termination of the Contract, despite any other provision. This is without prejudice to any right to claim for interest under the law, or any such right under the Contract. 
  • 6.10 You must pay to us all amounts due under this Contract in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). We may, without prejudice to any other rights we may have, set off any liability you have to us against any liability we may have to you.
  • 7.1 Unless stated otherwise in the Proposal, we shall own all Intellectual Property Rights and all other rights in the Deliverables.  Subject to payment of the charges in accordance with clause 6, we shall license all such rights to you free of charge and on a non-exclusive, non-transferable and worldwide basis to such extent as is necessary to enable you to make reasonable use of the Deliverables and the Services as is envisaged by the parties. If we terminate the Contract under clause 10.3, this licence will automatically terminate.
  • 7.2 Your use of the Intellectual Property Rights in stock images or photographs is conditional on us obtaining a written end-user licence (or sub-licence) of such rights from the relevant licensor or licensors.
  • 7.3 If stated in the Proposal, and subject to payment of the charges in accordance with clause 6, we shall assign such Intellectual Property Rights that arise in the Deliverables as we are able to assign to you.  For the avoidance of doubt, this does not apply to any Intellectual Property Rights arising in any materials which we created prior to the commencement of this Contract (Existing IPR). We shall licence the Existing IPR to you on the terms set out in clause 7.1. 
  • 7.4 Where clause 7.3 applies, you grant us a fully paid-up, non-exclusive, royalty free, transferable licence to use the Intellectual Property Rights in the Deliverables, whether in respect of the provision of the Services or otherwise.
  • 8.1 Each of us may be given access to Confidential Information by the other in order to perform our obligations under this Contract. Confidential Information shall not be deemed to include information that:
    • (a) is or becomes publicly known other than through any act or omission of the receiving party;
    • (b) was in the other party's lawful possession before the disclosure;
    • (c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
    • (d) is independently developed by the receiving party, which independent development can be shown by written evidence.
  • 8.2 Each of us shall hold the other's Confidential Information in strict confidence, not use the other's Confidential Information for any purpose other than the implementation of this Contract and, subject to clause 8.4, not make the other's Confidential Information available to any third party.
  • 8.3 Each of us shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees, agents or subcontractors in violation of these Terms.
  • 8.4 Each of us may disclose Confidential Information of the other to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction. To the extent it is legally permitted to do so, the disclosing party shall give the other party as much notice of such disclosure as possible. Where notice of disclosure is not prohibited and is given in accordance with this clause 8.4 the disclosing party shall take into account the reasonable requests of the other party in relation to the content of such disclosure.
  • 8.5 All materials, equipment and tools, drawings, specifications and data we may supply to you shall at all times be and remain our exclusive property, but shall be held by you in safe custody at your own risk and you shall maintain and keep in good condition until returned to us, and shall not be disposed of or used other than in accordance with our written instructions or authorisation.
  • 8.6 This clause 8 shall survive termination of the Contract, however arising.
  • 9.1 The following provisions set out our entire financial liability (including any liability for the acts or omissions of our employees, agents and subcontractors) to you in respect of:
    • (a) any breach of the Contract however arising;
    • (b) your use of the Services, the Deliverables or any part of them; and
    • (c) any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
  • 9.2 All warranties, conditions and other terms implied by statute or common law are, to the greatest extent permitted by law, excluded from the Contract.
  • 9.3 Nothing in these Terms excludes our liability:
    • (a) for death or personal injury caused by our negligence; or
    • (b) for fraud or fraudulent misrepresentation.
  • 9.4 Subject to clauses 9.2 and 9.3:
    • (a) we shall not in any circumstances be liable, whether in tort (including for negligence or breach of statutory duty however arising), contract, misrepresentation (whether innocent or negligent) or otherwise for loss of profits; loss of business; depletion of goodwill or similar losses; loss of anticipated savings; loss of goods; loss of contract; or loss of use; loss or corruption of data or information; or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses;
    • (b) we shall not in any circumstances be liable to you for whether in tort (including for negligence or breach of statutory duty however arising), contract or otherwise for any losses, costs, expenses or damages, however arising, due to:
      1. any fines, penalties or other liability imposed upon you as a result of your website content or branding failing to comply with the regulations or guidance issued by the relevant advertising standards authorities or consumer regulatory authorities;
      2. breaks in the continuity of the electricity supply, internet or telecoms links;
      3. server downtime or any other service interruptions;
      4. computer programming issues;
      5. hacking;
      6. our deletion of your website or other data pursuant to the circumstances set out in Schedule 1; or
      7. any other circumstances set out in Schedule 1;
    • (c) our total liability in contract, tort (including negligence or breach of statutory duty however arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to 50% of the charges paid for the Services.
  • 9.5 You agree to indemnify us against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with:
    • (a) your breach of the warranties contained in Schedule 1; and
    • (b) your misuse of any third-party materials provided to you in connection with the Project or Services, including but not limited to, the alteration and distribution of stock images or other photography.
  • 10.1 Either of us may terminate the Contract upon a minimum 30 days’ written notice to the other.
  • 10.2 We may terminate the Contract immediately on written notice to you if we, in our sole discretion, determine that continuation of the Project is not in the best interests of either of us. In the event that the Contract is terminated pursuant to this clause 10.2, we shall (at our absolute discretion and acting reasonably) apply an appropriate reduction and/or refund to our charges to reflect the percentage of the Project completed to the date of termination.
  • 10.3 Without prejudice to any other rights or remedies, either of us may terminate the Contract with immediate effect and without liability to the other if:
    • (a) the other party fails to pay any amount due under this Contract on the due date for payment and remains in default 14 days after being notified in writing to make such payment;
    • (b) the other party commits a material breach of any other term of this Contract and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
    • (c) the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the Contract;
    • (d) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
    • (e) 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 that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
    • (f) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company);
    • (g) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
    • (h) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 10.3(d) to 10.3(h) (inclusive).
  • 10.4 Any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
  • 10.5 On termination of this Contract, for whatever reason, you must return to us all copies of the Deliverables for which you have not paid the charges invoiced to you.
  • 10.6 Termination of this Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
  • 11.1 Both of us will comply with all applicable requirements of the Data Protection Legislation. This clause 11 is in addition to, and does not relieve, remove or replace, either of our obligations or rights under the Data Protection Legislation.
  • 11.2 We both acknowledge that for the purposes of the Data Protection Legislation, you are the Controller and we are the Processor. 
  • 11.3 You will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to us for the duration and purposes of this Contract.
  • 11.4 In relation to any Personal Data processed in connection with this Contract, we shall:
    • (a) process that Personal Data only on your documented written instructions; 
    • (b) ensure that we have in place appropriate technical and organisational measures, which you have reviewed and approved, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it); 
    • (c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
    • (d) not to transfer any Personal Data outside of the UK unless your prior written consent has been obtained and the following conditions are fulfilled:
      1. there are appropriate safeguards in relation to the transfer;
      2. the data subject has enforceable rights and effective legal remedies;
      3. we comply with our obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
      4. we comply with your reasonable instructions which are notified to us in advance with respect to the processing of the Personal Data;
    • (e) assist you, at your cost, in responding to any request from a Data Subject and in ensuring compliance with your obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
    • (f) notify you without undue delay on becoming aware of a Personal Data Breach;
    • (g) at your written direction, delete or return Personal Data and copies thereof to you on termination of the Contract unless required by Domestic Law to store the Personal Data; and
    • (h) maintain complete and accurate records and information to demonstrate our compliance with this clause 11. 
  • 11.5 You consent to us appointing a data centre based in Germany as a third-party processor of Personal Data under this agreement. We confirm that we have entered into a written agreement incorporating terms which are substantially similar to those set out in this clause 11 which we confirm reflects and will continue to reflect the requirements of the Data Protection Legislation. We shall remain fully liable for all acts or omissions of any third-party processor appointed by us pursuant to this clause 11.5.

Neither of us shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of our obligations under this Contract if such delay or failure result from events, circumstances or causes beyond our reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for 12 weeks, either of us may terminate this Contract by giving 7 days' written notice to the other.

No failure or delay by either of us to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

Except as expressly provided in these Terms, the rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.

  • 15.1 If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms.
  • 15.2 If any provision or part-provision of these Terms is deemed deleted under clause 14.1, the parties shall negotiate in good faith to amend such provision so that, to the greatest extent possible, the amended provision achieves the intended commercial result of the original provision.
  • 16.1 These Terms constitute the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
  • 16.2 Each of us acknowledges that, in entering into this Contract, it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms.
  • 16.3 Each of us agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
  • 17.1 We may at any time assign, transfer, subcontract or deal in any other manner with all or any of our rights under this Contract.
  • 17.2 You must not, without our prior written consent, assign, at any time assign, transfer, subcontract or deal in any other manner with all or any of your rights under this Contract.

Nothing in the Contract is intended to or shall operate to create a partnership between us, or to authorise either of us to act as agent for the other, and neither of us shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

This Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

  1.  
  • 20.1 Any notice given by either of us to the other must be in writing and may be effected by: (i) personal delivery; (ii) registered post; or (iii) email.  A notice delivered personally is deemed to be served upon delivery and in the case of postage within forty-eight (48) hours after the date of posting. If sent by email, a notice is deemed served at 9.00 am on the next working day after transmission.
  • 20.2 Notices sent by post or email shall be sent to the addresses of the parties set out herein or to any other address notified in writing by one of us to the other for the purpose of receiving notices. 
  • 20.3 This clause does not apply to the service of any proceedings or other documents in any legal action.

The Contract and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the law of England and Wales.

Each of us irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

SCHEDULE 1 – SCHEDULE OF SERVICES

  • 1. The Proposal sets out the scope of work for your Project.   Your execution of this Contract is confirmation of your acceptance of the Proposal. 
  • 2. Any material variations to the Proposal must be made in accordance with clause 5 of these terms and your attention is specifically drawn to clause 5.1.
  • 3. The Project Milestones are contained within Proposal.  Subject to clause 6.4, we shall obtain your written acceptance of the design and build completed to that milestone before we consider that Project Milestone to be complete, such written acceptance not to be unreasonably withheld or delayed.  We cannot accept liability for any errors which have not been communicated to us prior to your acceptance of the Project Milestone.
  • 4. Should you require any changes to be made to your website following completion of the Project Milestone as set out in paragraph 3 above, this may result in us invoicing you for additional charges on a time and material basis as set out in clause 6.2.
  • 5. Website design and development does not include website content, that remains your responsibility at all times.  If we agree to carry out content migration or population, you must provide your content to us in a digital format, subject to prior written agreement otherwise.  If the content is not provided in a digital format, a further charge may be made in accordance with clause 6.2.  We shall advise you in advance of incurring these charges.
  • 6. You confirm your agreement to the inclusion of a design credit link attributed to us on your completed website. The wording of the credit and associated anchor link may be changed from time to time. If you wish to have this link removed, we may charge an additional sum of up to 10% of the charges payable for the Project for its removal.
  • 7. If you wish us to develop your website on a server not provided by us, you are responsible for obtaining any and all information, additional software, support or co-operation necessary to allow us to develop the website on that server.
  • 8. We shall use reasonable endeavours to ensure that the website will function correctly when viewed using the latest versions of chromium-based Edge, Chrome, Firefox and Safari.
  • 1. Your use of our website hosting service is subject to the condition that such use is reasonable and not excessive in nature.  It shall be considered excessive if it risks the performance of the server and hosting resources for use by our other clients.
  • 2. Should we, in our sole discretion, determine that your use is excessive pursuant to paragraph 1 of this Schedule 1(B), we reserve the right to:
    1. suspend or terminate provision of the hosting service immediately; and/or
    2. charge you an additional fee(s) in order for the hosting service to continue.
  • 3. If service is suspended or interrupted, we shall use our reasonable endeavours to restore service with minimum delay, but we shall not be liable for any lost, corrupted or destroyed data, loss in website traffic or loss of income as a result of any suspension or interruption.
  • 4. You warrant that your website shall not be used directly or indirectly for any unlawful purpose, including in respect of copyright and trademark infringement and criminal offences.
  • 5. You warrant that your website will not be used for any purpose which we deem to be generally unacceptable, including spamming, hacking, phreaking, password cracking, pirated software, ROMS, emulators, or IP spoofing or providing "links" or "how to" information to such material.
  • 6. You warrant that your website complies with the laws, regulations and requirements of any country from which it can be accessed.
  • 7. If we have reasonable grounds to consider that your website may be operating in breach of the provisions of this Schedule 1(B), we reserve the right to monitor any and all communications passing through the server.
  • 8. If the website hosting service is terminated or not renewed for any reason, including termination  pursuant to clause 10.3(b) on the grounds of breach of paragraphs 4-6 inclusive of this Schedule 1(B), we reserve the right to delete all of your files stored on our host server without prior notice.
  • 9. Unless we are providing shared website hosting services to you, domain name registration is not included within the website hosting charge.  Subject to your payment of an additional charge, we will register your chosen domain name, as your agent. 
  • 10. The domain name registration service does not include carrying out any checks on your chosen domain name, such as checking that the domain name does not infringe the Intellectual Property Rights of a third party.  It is your responsibility to satisfy yourself that your chosen domain name does not infringe any third party Intellectual Property Rights.
  • 11. Once your domain name is registered, you are responsible for compliance with the domain name authority’s standard terms and for any renewal that is required.
  • 12. If you instruct us to carry out any additional work in relation to the domain name, such as amendment, amendment of DNS records or transfer of the registration, we may agree to do so subject to payment of an additional charge.
  • 13. An email account limited to 2Gb is provided as standard under this website hosting service.  Additional storage can be purchased from us upon further written agreement. 
  • 14. Shared website hosting is subject to a term of 12 months from the date on which the website hosting commences. Charges, including renewal charges are invoiced on an annual basis and must be paid in advance of the renewal date. 
  • 15. Hosting on VPSs and Dedicated Servers is provided on a monthly basis.  Charges are invoiced each calendar month in advance, starting from the date on which the website hosting commences.
  • 16. If the charges referred to in paragraphs 15 and 16 of this Schedule 1(B) are not paid by their due date, the hosting service will automatically terminate at the end of the current period and any data held in relation to the web hosting service will be removed. We reserve the right to deactivate your website where the hosting service has expired and you have not paid the charges.
  • 17. Website back-up and SSL certificates are not included as standard within this website hosting service. 
  • 1. We will make available, during Business Hours, an email (support@webboxdigital.co.uk) and telephone helpdesk facility (029 20 091929) to enable you to contact us for maintenance and technical support services as set out in paragraph 3 of this Schedule 1(c).
  • 2. Our service levels are set out in the Proposal.  We shall use reasonable endeavours to respond within these times but time for response shall not be of the essence.
  • 3. The website maintenance services available and which we shall supply to you are set out in the Proposal.
  • 4. We shall use reasonable endeavours to attempt to answer technical queries relating to your website and resolve faults and errors in your website notified to us through the helpdesk (excluding faults and errors in, or caused by: (i) any hardware, or (ii) any software or system external to the website).
  • 5. In providing this service to you, you acknowledge that we have no control over any content placed on your website by visitors and you acknowledge that we do not monitor the content of your website.
  • 6. You warrant that you will closely monitor your website content and will not cause or allow to remain on your website any content which is in breach of a third-party’s Intellectual Property Rights, or which is otherwise unlawful, immoral, offensive, obscene or illegal.
  • 1. The Proposal sets out our proposal for the graphic design and/or branding services.  Your execution of this Contract is confirmation of your acceptance of our proposal. 
  • 2. Any material variations to the Proposal must be made in accordance with clause 5 of these terms and your attention is specifically drawn to clause 5.1.
  • 3. The Project Milestones are contained within the section of the Proposal titled ‘Project Methodology’.  Subject to clause 6.4, we shall obtain your written acceptance of the design completed to that milestone before we consider that Project Milestone to be complete, such written acceptance shall not be unreasonably withheld or delayed.  We cannot accept liability for any errors which have not been communicated to us prior to your acceptance of the Project Milestone.
  • 4. Should you require any changes to be made to your design following completion of the Project Milestone as set out in paragraph 3 above, this may result in us invoicing you for additional charges on a time and material basis as set out in clause 6.2.
  • 5. We shall deliver the completed Project to you by email or such other suitable method which we select. 
  • 6. You acknowledge that any images you instruct us to use from printed or scanned materials may not be high quality images.  You accept responsibility for the decision to use such images.
  • 7. We shall not use any text, images or other data which we deem to be immoral, offensive, obscene or illegal. All advertising material must conform to all standards laid down by all relevant advertising standards authorities.
  • 8. We reserve the right, acting reasonably, to refuse to include any material you have submitted to us.
  • 1. You agree to pay for this Service based on the cost of click-throughs by users on a search listing (Media Spend), and you also agree to pay us a fixed monthly management fee.  The click-through charges are paid directly to the platform provider. By engaging us to supply this Service you agree to be bound by the platform provider’s standard terms and conditions, a copy of which can be found on the relevant platform provider’s website.
  • 2. The Proposal sets out your suggested Media Spend, plus the fixed monthly management fee.
  • 3. We shall invoice you monthly in advance, by direct debit, for the amounts set out in paragraph 2 of this Schedule 1(E) (together with VAT where appropriate). Payment terms are 7 days.
  • 4. You will be charged by the pay per click platform provider for each click delivered and the charge per click will vary depending on the search term used and its desired ranking.  The amount that you pay per click will determine the ranking that your listing achieves in the platform search result list.
  • 5. The number of click-throughs is measured by an online reporting system, the data generated from this shall be provided to you in a monthly report and will be the definitive and only measure of the number of click-throughs.
  • 6. We exclude any warranty concerning the number of click-throughs per search listing which you may achieve.
  • 7. We exclude any warranty concerning the format or style of your search listing.
  • 8. We do not guarantee that your search listings will be available or displayed by the platform provider.
  • 9. We will not be liable to you for any delay in changing any bid you have instructed us to amend.
  • 10. You are responsible for submitting accurate search terms that are relevant to your website.  If any information on your website changes, you must update your search terms accordingly.  Refunds cannot be issued for charges incurred from your submission of irrelevant or inaccurate search terms.
  • 11. We reserve the right, acting reasonably, to refuse, reject, cancel, remove, edit or vary any search terms and bids at any time.
  • 1. Back-ups will be taken on a daily basis (in the early hours of the morning according to GMT time) unless otherwise specified.  Further details of the back-up service are set out in the Proposal. 
  • 2. This service excludes the cost of restoring your website.  This will be charged to you in accordance with clause 6.

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