Make me a Website WordPress Terms and Conditions Definitions
Agreement -The Confirmation of Sale for the Services and these Terms and the General terms collectively.
Company - 123 Reg Limited registered as a company in England and Wales with company number 05306504 whose registered office is located at 5th Floor, The Shipping Building Old Vinyl Factory, 252 - 254 Blyth Road, Hayes, Middlesex, UB3 1HA..
General Terms - The Company's general terms and conditions as listed on the Company's website..
Major Changes - To include but not limited to changes to the page layout and design, the overall site structure, redesign of header, body or footer, customisation of image sliders, additional pages, any changes that require custom scripting or any changes which require 2 or more hours of Company time to carry out. Changes can only be made during the build phase of the website..
Material - To include but not limited to any images, text, graphic designs or trademark. Minor Changes - To include but not limited to changing background colour or image, text colour, font type or size, colour palette, grammatical errors, rearranging sentences, change of contact details or adding small elements such as an image, link or icons. Changes can only be made during the build phase of the website..
Services - A bespoke website creation service..
Terms - These terms and conditions.
1. Scope of the Agreement
1.1 The Terms are subject to the General Terms and the 123 Reg registration, refund and renewal agreement. The Client acknowledges and accepts that they are bound by these Terms which are hereby incorporated and made an integral part of the Agreement. In the event of any conflict with the General Terms, these Terms shall prevail.
1.2 These Terms apply to all new and existing Clients of the Company located anywhere in the world seeking the Services.
1.3 These Terms govern the provision of the WordPress services provided to the Client by the Company.
1.4 The Services consist of the Company creating a bespoke website on the instructions and request of the Client. The Client acknowledges that under the duration of the Agreement, the Services are solely managed and controlled by the Company.
2. Service Delivery
2.1 The Client acknowledges that given the nature of the Services, the Company cannot guarantee that the Services will be uninterrupted or error free.
2.2 The Company warrants that it will provide the Services with reasonable care and skill.
2.3 All communication between the Client and the Company may be recorded, for both business purposes and to record and monitor all responses to requests.
3. Service specification
3.1 All Clients above the legal age of 18 are entitled to register the Services.
3.2 The Company will provide the Client with a free no-obligation consultation to discuss the Client's needs for the Services after which the Client will be provided with a quote. If the quote is accepted and the Client wishes to proceed, a 50% deposit must be paid to the Company for the Services to commence. For further details, see clause 7 below.
3.3 The Company shall build the website in accordance with the specification and instructions given by the Client. Prior to publishing the website, the Client shall be able to review the website and provide the Company with no more than 3 Minor Changes per page. In the event that the Client wishes to make more than 3 Minor Changes per page, any Major Changes or change their specifications for the website, the Client acknowledges that the Company is not obliged to make such changes. However, in the event that the Company can make the additional changes requested, the Company will inform the Client of any additional charges which may be payable and will only commence the changes upon confirmation from the Client to proceed.
3.4 The Client must make a request in writing by email for the Company to amend, alter or otherwise take action on the website to successfully have their request actioned and approved by the Company's team.
3.5 The Client accepts and grants the Company to have full physical access and control over the website until the website has been fully paid for by the Client as per clause 7.6 below. The Company shall only amend the website as far as they are permitted to do under the Agreement and shall only do so once the approval is received by the Client by the Company. The Client's access to the website will be limited for safeguarding purposes.
3.6 The Company will provide a maximum of 20 images per website under the Services. The Client may purchase additional images or provide their own to the Company for use within the website. The Client warrants (and will provide evidence in support of this upon the Company's reasonable request) that any Material supplied to the Company by the Client for use within the Services is either:
3.7.1 The Client';s own original Material; or
3.7.2 The Client has the relevant lawful permissions and/or valid licences to use the Material and is not in any breach of any intellectual property or other laws.
3.8 The Client acknowledges that it solely their responsibility to ensure that they have the rights to use any Material provided to the Company and it is not for the Company to check whether or not the Material is in breach of any intellectual property or other laws.
3.9 The Company reserves the right to decline to use or remove any Material provided to them by the client which they know or suspect may be infringing any intellectual property or other laws.
3.10 The Client agrees to fully indemnify the Company against any and all claims brought against the Company for any intellectual property infringement due to any Material provided for publishing by the Client.
3.11 The Client warrants that any images supplied to the Company are in the format specified by the Company at the time.
3.12 The Client acknowledges that the Company will not create any bespoke graphics or details image editing such as but not limited to adding watermarks, extensive cropping, adding masks and isolating content.
3.13 In the event that the Client requires any additional changes, they will be required to pay £50.00 + VAT (at the prevailing rate) per hour for any extra work.
3.14 The Company will transfer all of the physical control of the website under the Services to the Client once the website is completed and goes live subject to the Client paying all fees due to the Company.
3.15 The Client accepts that at all material times during the Agreement, they are obliged to pay any outstanding service fees to the Company, irrespective of whether the Client takes full control of the website.
3.16 The Company shall not accept any liability for any actions, work, errors, and technical errors or otherwise made by the Client, its agents, third parties or otherwise, on or to the website, once full control and access of the website has been transferred to the Client.
3.17 In the event that the Client requires the assistance of the Company to maintain/amend, correct the error of the Client or their third party changes to the website, the Client accepts that additional work above and beyond what is included and granted under the Services is subject to a fee of £50.00 + VAT (or at the prevailing rate when requested) per hour for any extra work.
3.18 The Services will include an internal dedicated server which will be included in the total price for the first 12 months. Thereafter, the Client will be required to pay for a yearly subscription as specified in the initial quote (such price may be subject to change depending on the prevailing rate at the time of renewal).
3.19 The server provided to the Client as per clause 3.18 above shall automatically renew 7 days prior to the expiry date. It is the Client’s responsibility to cancel this renewal 30 days prior to the expiry date by informing the Company in writing of their wish to cancel the server renewal.
4. Proofreading and copywriting
4.1 Proofreading (if applicable) will involve a professional copywriter of the Company reviewing Material provided by the Client for use on the website.
4.2 The proofreading service is designed to help the Client with small changes only such as re-phrasing. The Client acknowledges that the Company is not under any obligation to provide changes by way of proofreading and the Company is certainly not under a duty to provide any substantial editing unless the Client pays additional rates as determined by the Company and agreed by the Client.
4.3 The Client acknowledges that "unlimited"; proofreading shall be subject to a fair use limit of 400 words per page.
4.4 Where copywriting is included under the Package purchased by the Client, the Company will allow up to 200 words per month for updates. Any additional words beyond this limit shall be subject to fees at clause 3.14.
5.1 The Company shall only provide design, page creation, copywriting and proofreading services and support for the duration of creating the Services until the Services are completed and go live.
5.2 Should the Client require any additional services or pages than those included and confirmed within the Agreement, then the Client shall be required to pay additional fees charged at the prevailing rate which will be agreed between the Company and the Client prior to the work commencing.
5.3 The Client acknowledges that they shall be required to pay additional fees at the prevailing rate should they wish for a logo to be re-designed. Such charges shall be agreed between the Company and the Client prior to the work commencing.
6. Domain Registration and Expiry
6.1 The Client will be entitled to receive one domain with the Package and has the sole responsibility to ensure that the domain name continues to be registered and hosted with the Company. The domain included can only be chosen from the following extensions: .co.uk, .org, .me.uk, .com, .net, .info, .xzy, .mobi, .biz, .co.
6.2 The Client shall ensure that the domain name is registered to the same account holder as the registered owner of the Services.
6.3 The Client acknowledges that the domain will automatically renew before it is due to expire at the prevailing renewal rate. It is the Client's responsibility to cancel the automatic renewal by making a request to the Company in writing at least 30 days prior to the domain expiry date.
6.4 If the Client fails to renew the domain name, they shall be granted 5 calendar days to make a payment before the domain name and Services is suspended.
6.5 The Client may at their sole discretion elect to transfer the domain name to another service provider by providing the Company with 5 day's written notice. However, the Services rely on the domain being in the Company's system, a failure to replace the domain will result in the service being automatically suspended.
6.6 The domain name registered to the website is separate in its entirety and will follow the domain procedure set by the 123 Reg domain registration, renewal and refund agreement.
7. Fees and Refunds
7.1 The Services shall be charged dependant on the Client's needs. Following a free no-obligation consultation with the Company, the Client shall be informed of the total cost for the Services.
7.2 Should the Client wish to proceed with the Services following a free consultation, they are required to pay to the Company 50% of the total package price up-front as a deposit. This fee is non-refundable. No work will commence until this deposit has been paid by the Client.
7.3 The Client acknowledges that any delays in paying the Company the 50% fee as per clause 7.2 above may result in delays to commencing the Services.
7.4 Clients who purchase the Package acknowledge that payment is made directly to the Company.
7.5 The Client is required to pay all fees within 7 days from the date of the invoice.
7.6 Once the Company has fully completed the Services, the remaining 50% payment must be paid in order for the Services to be transferred to the Client and go live. This fee is non-refundable. The Services will only go live once full payment of the Services has been received and clears the Company's account.
7.7 Should the Client fail to pay the remaining 50% payment in accordance with clause 7.6 above, the Company shall not release the Services to the Client and the Services shall automatically be terminated with no refund available to the Client.
7.8 Full details of the fees will be contained within the Confirmation of Sale tailored to the Client's specific requirements.
8. Term and Termination
8.1 The Company will not commence the Services until the 50% fee is paid to the Company as per clause 7.2.
8.2 Once the Services has commenced, the Company reserves the right to remove, terminate or suspend the Services at any time if:-
8.2.1 the Client fails to pay the remaining 50% payment due upon completion of the Services within 7 calendar days of the date of invoice. At the point of termination or suspension, the Company shall email and notify the Client of the termination or suspension of the Services.
8.2.2 the domain name associated with the service is transferred away from the Company's account, with or without notice, to another service provider. However, the Client may elect to replace their registered domain name with an alternative domain name through the Client control panel to keep the Services active;
8.2.3 if the Company has a reason to believe that the Client is miss-using or illegally operating the Services; or
8.2.4 in the event of insolvency, death or any other reason that the Company deems to be legitimate enough to warrant a termination and waive any unpaid sums.
8.3 For full details on terminating the Services, please refer to the General Terms.
9.1 Support shall only be provided to the Customer during the build phase.
10. Intellectual Property rights
10.1 The Company shall have the full power and control over the website until the website is handed over to the Client upon full payment for the Services.
10.2 All images, format, text or otherwise used by the Company are licenced for the sole purpose of the website and are created for the client under the Agreement.
10.3 Any and all images used by the Company belongs solely to the Company and cannot be used for any other purpose. In the event that the Agreement is terminated, the Client will not be entitled to use the images provided by the Company on the website for any other purpose.
10.4 The content, if supplied by the Client shall belong to the Client and may be used by the Client in the event that the Agreement is terminated.
11.1 The Company will not be liable or accountable to the Client or any third party for any direct or indirect costs incurred, loss of earnings, compensation claims or any other costs sought if the Client fails to comply with any of their obligations under the Agreement.
11.2 The Company shall provide to the Client the ETA for commencing work on the website; however, the Company may not be able to provide the Client with the exact date for completion due to the nature of the project. The ETA is also dependant on the Client paying the fees promptly.
11.3 The Client accepts that the Company will not be held liable for any failure to carry out the proposed Services for reasons beyond the Company's control, including but not limited to acts of God, acts of any governmental or supra-national authority, war or national emergency, riots, civil commotion, fire, network failure, systems fault, unauthorised use or access to the IT systems of the Company or the Client, explosion, flood, epidemic, lock outs (whether or not by that party), strikes and other industrial disputes (in each case, whether or not relating to that party's workforce), restraints or delays affecting shipping or carriers, inability or delay in obtaining supplies of adequate or suitable materials and currency restrictions, to the extent outside of its reasonable control.
11.4 The Client accepts that the Company will not be liable for any failure or malfunction of plugins used within the Client's Services or website beyond the Company's control. The Client acknowledges that if they activate the "automatic update"; feature on the plugins or make any other changes to the plugins which causes there to be any issues or loss of functionality on their website, then the Company will not be liable for any damage or inconvenience caused to the Client. Should the Client wish for the Company to rectify any issues with their website as a result of this, then the Client acknowledges that they will be liable to pay the Company for this at an hourly rate of £50.00 plus VAT (or at the prevailing rate) which shall be agreed between the Client and the Company prior to the work commencing. In addition, the Client may also be liable to pay for subsequent charges which may be incurred such as purchasing and implementing a new plugin.
11.5 The Agreement and these Terms will be governed by the laws of England and Wales and both parties submit to the exclusive jurisdiction of the courts of England and Wales in the event of any claim or dispute in connection with the Agreement or these Terms. The Company does not accept any liability for the content if they infringe any other state/country laws.