The following terms and conditions are agreed between the Parties for the delivery and acceptance of a (the “Project”) in accordance with the specification agreed in writing between the Parties (the “Project Specification”). This agreement shall be between Widest Media T/A Exdom.com (“us”, “we”, “our”) and the customer (the “Client”). The “parties” refer to both Widest Media and the Client.
The Project will be defined in the Project Specification and can include a website design, logo design and/or or the fulfilment of a Service such as Search Engine Optimization, Social Media marketing, domain registration and management, content creation and content marketing.
In consideration of the Client paying us the relevant Fees (as set out in the Project Specification), we shall:
- (a) complete project in accordance with the procedure set out in the Project Specification on behalf of the Client; and
- (b) where agreed between the parties, provide the Services to the Client.
Any amendments or variations to the Project Specification must be made in writing and agreed between the Parties. Where any changes to the Project Specification would result in additional expense to us over and above the Fees, we shall be entitled to charge the Client for the additional expenses at its standard rates from time to time.
Delivery and Acceptance
Upon completion of the Project, the Client shall make full payment of the Fees to us. If the project involves the website design, upon completion we shall deliver Website to the Client through the Client’s server.
If the Client requires the completed Website to be loaded onto an external fileserver, we reserve the right to charge additional fees to the Client for this service. The Client is responsible for ensuring that the intended fileserver or disk space is properly configured.
Once we have delivered the Website to the Client, the Client shall have a period of 10 working days (the “Acceptance Period”) to test the Website to ensure it conforms to the Project Specification (the “Acceptance Test”). Acceptance of the Website may only be withheld by the Client if it can demonstrate that the Website does not conform materially to the Project Specification.
Acceptance of the Website shall be deemed to have taken place upon the occurrence of any of the following events:
- (a) the expiry of the Acceptance Period and the Client has not raised with us any material differences between the Website and the Project Specification;
- (b) the client confirms acceptance of the project; or
- (c) the Client uses any part of the Website other than for test purposes.
Upon acceptance of the Project or deemed acceptance, we shall have no further obligations to undertake any work in relation to the Project. The Client may however request that we undertake further work relating directly or indirectly to the Project. If an agreement is reached to undertake such work, we reserve the right to charge the Client for any additional work carried out at our standard rates from time to time.
Delivery of Content, Materials and Feedback
The Client undertakes to deliver to the us all content, data, images and other information and all trade marks, trade names, logos and other branding of the Client (the “Client Content”) required for the Project.
The Client acknowledges that our ability to complete the Project is dependent upon the full and timely co-operation of the Client and the Client undertakes to notify us promptly in writing of any delays in delivering the Client Content. Where the Client has notified us of any delay, the Client will provide us with a revised timetable for supplying such Client Content.
The Developer will not be responsible for any delays, missed milestones (where specified in the Project) or additional expenses incurred due to the late delivery or non-delivery of the Client’s Content where required by us for the Project.
Fees and Payment
The Client will pay the Project fees set out in the Project Specification (the “Fees”) to us, according to any specific payment milestones set out in the Project Specification.
The Client shall make all payments due in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise.
Without prejudice to any other right or remedy that we may have, if the Client fails to pay the Fees on the due date, the Developer may, at its option:
- (a) suspend the Project until payment has been made in full;
- (b) where we are providing Hosting Services, disable the Website until payment has been made in full; or
- (c) terminate this Agreement immediately upon notice.
All invoices are sent to the Client via email to the Client’s specified email address.
We will return the Deposit to the Client if the project does not go ahead on our account.
Intellectual Property Rights
The Client grants to the Developer a non-exclusive, revocable, royalty-free licence to use and reproduce the Client Content solely for the purpose of performing its obligations under this Agreement.
The website (including all content and resulting code) will be fully transferred to the Client on completion of the project. The software and coding produced by us in respect of the Website (excluding any Client Content) (“Our Materials”) may be reused by us on a royalty-free and irrevocable basis.
The Client undertakes not to access, modify, alter all or part of our Materials with a view to creating a separate website or licensing the Website to a third party or diminish the design and function of the Website, without the prior written consent from us.
We can register and renew domain names on behalf of and as requested by the Client. Fees and expenses incurred in registration and/or renewal will be included as part of the Fees. On payment of the Fees and acceptance of the project by the Client, we undertake to transfer all registration details for the Website, including but not limited to technical and administrative details, to the Client.
Each party warrants that it has full power and authority to enter into and perform this Agreement.
We warrant that we will perform our obligations under this Agreement with reasonable skill, care and diligence and that the Client’s use of our Materials will not infringe any third party intellectual property rights.
The Client warrants that it, or its licensors, is the owner of any intellectual property rights in the Client Content and that the Client has authority to use the Client Content in relation to the Website and that our use of the Client Content in accordance with this Agreement will not infringe any third party intellectual property rights.
The Client confirms that to the best of their knowledge and belief that the Client Content does not contain anything which may reasonably be considered blasphemous, defamatory or obscene and do not breach any applicable law or regulation.
Save as expressly provided in this Agreement, all warranties, conditions, or other terms implied by statute, common law or otherwise are excluded.
Indemnities and Limitation of Liability
Neither Party shall be liable, whether in contract, tort (including negligence), statutory duty or otherwise, under or in connection with this Agreement for any loss of revenue, loss of actual or anticipated profits, loss of business, loss of operating time or loss of use, loss of opportunity, loss of reputation, loss of, damage to or corruption of data or any indirect or consequential loss or damage howsoever caused.
We shall have no liability for any loss or damage caused to the Client due to:
- (a) any network failure and/or inability on the part of the Client to access the Website due to a problem with the Internet and/or any telecommunications network;
- (b) any viruses, worms, Trojan horses or other similar devices.
The Client shall indemnify and keep us fully indemnified against any and all third-party claims of infringement of intellectual property rights affecting the Client Content or the Hosting Services.
Our aggregate liability under this Agreement shall in no event exceed the Fees paid in the preceding twelve-month period.
Our total aggregate liability under this Agreement shall in no event exceed the fees paid under this Agreement.
The Client acknowledges that it is for the Client to ensure that the Website does not infringe the laws of any jurisdiction within which it is actively promoted.
If the Client is not taking services from us, this Agreement will terminate automatically upon acceptance of the Project by the Client, unless otherwise extended by the Parties in writing. Otherwise, this Agreement shall continue unless or until terminated by either Party in accordance with the terms of this Agreement.
Notwithstanding clause 8.1 above, either Party may terminate the Agreement immediately in the event that the other Party:
- (a) commits a material or persistent breach of its obligations under this Agreement which is incapable of remedy (and non-payment shall be deemed a material breach);
- (b) fails to remedy a breach of any of its obligations under this Agreement, where it is capable of remedy, or persists in any breach of any of its obligations under this Agreement after having been required in writing to remedy or desist from such breach within a period of 30 days;
- (c) is unable to pay its debts within the meaning of section 123 of the UK’s Insolvency Act 1986;
- (d) makes or proposes any voluntary agreement or enters into a compromise for the benefit of its creditors;
- (e) being a company, becomes subject to an administration order or goes into liquidation, (other than for the purpose of amalgamation or reconstruction);
- (f) has a receiver appointed to administer any of its property or assets;
- (g) ceases or threatens to cease to carry on business; or
- (h) has failed to meet expectations. In this case the client will pay us for all work completed at our hourly rate. We will then pass all material developed under the project to the client.
Each Party undertakes that it shall not at any time during this Agreement, and for a period of 2 years after completion of the Project, disclose to any person any confidential information concerning the business, affairs, trade secrets, technical, commercial, financial, operational, marketing or promotional information or data of either Party or the terms of this Agreement, except as may be required by law, court order or any governmental or regulatory authority. This confidential information however, shall not apply to confidential information received by a Party which: (i) that party can prove was known before receipt; (ii) is in or enters the public domain through no wrongful default by or on behalf of that party; or (ii) was received from a third party without obligations of confidence owned directly or indirectly to that Party.
Neither Party shall use the other Party’s confidential information for any purpose other than to perform its obligations under this Agreement.
Neither Party shall be permitted to refer to their working relationship or discuss the Project in any press or publicity, without first obtaining the approval of the other Party to the content of the disclosure.
Any notice given by either Party must be in writing.
Notices may be sent by email and will be deemed to have been received when sent.
shall be treated as received, if delivered by hand, when delivered, if sent by first class post, 48 hours after posting and if sent by fax, when sent.
Neither Party shall be liable for delay or failure to perform any obligation under this Agreement if the delay or failure is caused by any circumstances beyond its reasonable control, including but not limited to acts of god, war, civil disorder or industrial dispute. If such delay or failure continues for a period of at least 90 days, the Party not subject to the force majeure shall be entitled to terminate the Agreement by notice in writing to the other.
Joint Venture or Partnership
Nothing in the Agreement shall be construed as creating a partnership, joint venture or an agency relationship between the Parties and neither Party shall have the authority or power to bind the other Party or to contract in the name of or create a liability against the other Party.
Failure or delay by either Party to enforce any right or remedy under the Agreement shall not to be taken as or deemed to be a waiver of that right or remedy, unless the waiving party acknowledges the waiver in writing. Waiver of a breach of any term of this Agreement shall not operate as a waiver of breach of any other term or any subsequent breach of that term.
If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the legality, validity or enforceability in that jurisdiction (or in any other jurisdiction) of any other provision of this Agreement.
No addition to or modification of any clause in the Agreement shall be binding on the Parties unless made by in writing and signed by both Parties.
This Agreement constitutes the entire agreement and understanding of the Parties in respect of the subject matter of this agreement and supersedes and extinguishes any prior agreements, undertakings, promises or conditions between the Parties relating to the subject matter. Each party acknowledges to the other that it has not been induced to enter into this Agreement nor has it relied upon any representation, promise, assurance, warranty or undertaking not contained in this Agreement.
A person who is not a party to this Agreement has no rights under the UK’s Contracts (Rights of Third Parties) Act 1999 to enforce, or to enjoy the benefit of, any provision of this Agreement.
This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual claims or disputes) shall be interpreted construed and enforced in accordance with English law and shall be subject to the exclusive jurisdiction of the English Courts.