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Terms of service

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The terms set out in the Application for Services (“Contract”) and these terms and conditions (together the “Terms”) constitute the only terms and conditions under which Jamie Smith trading as JSWD (“The Company”) enters into an agreement with the client. No employee or agent of The Company is authorised to agree to or affect any alterations to the Terms.



CONFIDENTIALITY



The Client and The Company may disclose confidential information one to the other to facilitate work under this Agreement. Such information shall be so identified in writing at the time of its transmittal, and shall be safeguarded and not disclosed to third parties by the receiving party. Confidential information shall not include information that:



  • 1. is already known to the party to which it is disclosed;
  • 2. is or becomes part of the public domain without breach of this Agreement;
  • 3. is obtained from third parties, which have no obligations to keep confidential to the parties to this Agreement.


DESCRIPTION OF SERVICES



The Company will provide services available in the chosen plan or service the Client has agreed to.

– The Client understands that search engines are independent companies who select and rank sites using their own criteria and acknowledges that The Company does not and cannot guarantee that The Client website ranking will be improved in any search engine listing. To enable The Company to implement onsite optimisation to The Client’s website The Client must provide content management system admin panel login and FTP login details for their website. The Client acknowledges that The Company cannot undertake any onsite optimisation until such content management system admin panel login and FTP login details have been provided.”
– Ongoing technical support between the hours of 10am – 10pm Monday to Friday. However we will provide emergency support over weekends and bank holidays.



PAYMENT SCHEDULE AND PROVISION OF WORK



The Company works on no contracts across all monthly web service plans Direct debit and Standing order payments are taken on the day of completion of work and subsequently taken on the same date each month for the total amount (as agreed by client) per month. Client shall pay The Company an initial setup fee if required and then the first monthly plan as agreed in principle between the client and the company. Responsibility is on the client to provide content and where possible provide the company with basic website content information including but not limited to imagery, text, sitemap and logo where available. If no content is provided by the client after the welcome email is sent out then this is not the responsibility for the company, the client is also wholly responsible for providing content for their website which will be completely copyright to the client and the client will be billed as per agreed.



WHAT CONSTITUTES AN UPDATE



An update on Business plan shall be considered 2 hours and Ultimate plan shall be considered 5 hours. Any updates over the plan specification will be billed at £35 per hour billed to the nearest 15 minutes. Client can use the agreed hours for updates per week as they see fit and split larger updates over a weekly course or be billed as required.



FEES & ADDITIONAL SERVICES



Any work the Client wishes The Company to create, which is not specified in the DESCRIPTION section of this agreement will be considered an additional service. Such Work if not specified in the agreement under “Additional Work / Special Instructions” shall require a separate Agreement and payment separate from and above that specified in this Agreement. The company reserve the right to charge up to £25 for letters sent as a result of breach of this agreement. Our hourly rate for work considered outside of the monthly plans is chargeable at £35 per hour and billed to the nearest 15 minutes.



RESERVATION OF RIGHTS



All rights not expressly granted hereunder are reserved to The Company, including but not limited to all rights in sketches, comps, or other preliminary materials. The Company retains ownership of the website design, code and all work done.



PERMISSIONS AND RELEASES



The Client agrees to indemnify and hold harmless The Company against any and all claims, costs, and expenses, including solicitor’s fees, due to materials included in the Work at the request of the Client for which no copyright permission or previous release was requested or uses which exceed the uses allowed pursuant to a permission or release.



PUBLICATION



The Client may publish or disclose information regarding the Work and shall acknowledge the support of The Company in all such publications. The Company may use the name of Client, in any advertising or publicity to showcase work done without the prior written approval from the Client.



COPYRIGHT NOTICE



Copyright is in the client’s name at all time. Upon completion of Work, the copyright will be released to the Client in full and any third party work may be added if needed without the consent of The Company. The Client shall indemnify the company against all claims in respect of any alleged infringement of copyright trademark or design or in any respect of any passing off or slander or title arising in consequence to the exhibition of the website in pursuance of this agreement.



TERMINATION OF MONTHLY PLAN



  • 1. There is no contract legally binding between Client and Company
  • 2. Either the client or the company may terminate this agreement up to 30 days prior to the last day of the minimum agreement term. The client cannot terminate this agreement until all payments due to The Company have been paid in full for the respective month.
  • 3. Cancellation by client needs to be written in an email to hello@jswd.co.uk and 4 weeks notice is required.
  • 4. Domain name can be transferred with an admin fee of £40 payable by the Client to the Company. All external transfer fees of the domain name applicable by third parties will be payable by the client.
  • 5. The Client and The Company are independent parties and nothing in this Agreement shall constitute either party as the employer, principal or partner of or joint venture with the other party. Neither the Client nor The Company has any authority to assume or create any obligation or liability, either express or implied, on behalf of the other. The Company reserves the right to terminate this service at any time with immediate effect.
  • 6. The invalidity or unenforceability of any provision of this agreement shall not affect or impair the validity of any other provision. No waiver of any rights The Company has under this agreement shall be deemed from any failure by The Company to enforce any part of this agreement.
  • 7. All website files hosted on the company’s servers will remain the property of the company and the client will have no right to these files or the migration of these files unless agreed by the company.
  • 8. Website files to be released after either 12 continuous payments or the equivalent of 12 months payment relating to the plan related to client.
  • 9. Upon termination The Client will have 14 days to take the content from the existing site if a new site is being built elsewhere.
  • 10. No refunds given whatsoever, the owness is on the client to provide content and to work to get the website live, refunds may be given by the Company in exceptional circumstances.



LIABILITY



1. a) The Company shall not be liable to the client for any loss or damage (including but not limited to loss of data, loss of profits or sales, website downtime, loss of business or staff or management time incurred) caused or arising directly or indirectly out of The Company’s services provided under this agreement (except to the extent to which it is unlawful to exclude such liability under English law). b) Not withstanding the generality of (a) above The Company expressly excludes liability for any indirect, special, consequential or incidental loss or damage which may arise in respect of the services to be provided under this agreement. c) In the event that any exclusion contained in this agreement shall be held to be invalid for any reason and The Company becomes liable for loss or damage that may lawfully be limited, such liability shall be limited to the total amount paid by the client during the preceding Initial Period or Renewal Period, as the case may be. d) The Company does not exclude liability for death or personal injury to the extent only that the same arises as a result of the negligence of The Company, its employees, agents, or authorised representatives.



WITHDRAWAL OF SERVICES



The company reserves the right for any reason whatsoever to withhold withdraw or refuse publication of the website.



EXCLUSIVITY OF SERVICES



It is agreed and declared that this agreement contains all terms and conditions between the parties hereto and the company have made no warranty or otherwise except as expressly stated therein and it is further agreed and declared no monopoly rights shall be enjoyed by the client unless endorsed on the agreement and initialled by the company’s agents.



FAILURE OF PAYMENT



In the event of the client failing to make a monthly payment on the due date The Company will remove the website and replace with a holding page 1 week after payment not received. The company can represent the direct debit payment with a fee chargeable to the Client of £35 added to cover the representation charge.



This agreement and the Terms shall be governed by and subject to the laws of England and Wales and all disputes which may arise out of or in connection with this agreement or the Terms shall be subject to the exclusive jurisdiction of the courts of England. A person who is not a party to this agreement has no right under the Contracts (Rights of Third Parties) Act 1999 (“the Act”) to enforce any term of this agreement or the Terms but this provision does not affect any right or remedy of any third party which exists or is available apart from under the Act.