Terms and Conditions

Application and Entire Agreement

  1. These Terms and Conditions apply to the provision of the services detailed in our Contract (Services) by Digizoid LTD, a company registered in England and Wales under number 10983961 whose registered office is at International House, 776-778 Barking Road, London, E13 9PJ, United Kingdom (we or us) to the person buying the services (you).
  2. You are deemed to have accepted these Terms and Conditions when you accept our Contract or from the date of any performance of the Services (whichever happens earlier) and these Terms and Conditions and our Contract are the entire agreement between us.
  3. You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

Interpretation

  1. A "business day" means any day other than a Saturday, Sunday or bank holiday in England and Wales.
  2. The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.
  3. Words imparting the singular number shall include the plural and vice-versa.

Services

  1. We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the Contract, including any specification in all material respects. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary.
  2. We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the Contract; however, time shall not be of the essence in the performance of our obligations.
  3. All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.

Your obligations

  1. You must obtain any permissions, consents, licences or otherwise that we need and must give us with access to any and all relevant information, materials, properties and any other matters which we need to provide the Services.
  2. If you do not comply with clause 10, we can terminate the Services.
  3. We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your obligations).

Fees and Deposit

  1. In addition to the Fees, we can recover from you a) reasonable incidental expenses including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, b) the cost of services provided by third parties and required by us for the performance of the Services, and c) the cost of any materials required for the provision of the Services. All charges related to this clause must be agreed in advance, in writing, by all parties involved.
  2. You must pay us for any additional services provided by us that are not specified in the Contract in accordance with our then current, applicable hourly rate in effect at the time of performance or such other rate as may be agreed between us. The provisions of clause 13 also apply to these additional services.
  3. You must pay a deposit ("Deposit") as detailed in the Contract within 3 days of acceptance.
  4. If you do not pay the Deposit to us according to the clause above, we can either withhold provision of the Services until the Deposit is received or can terminate under the section below (Termination).
  5. The Deposit is non-refundable unless we fail to provide the Services and are at fault for such failure. (Where the failure is not our fault, no refund will be made).

Cancellation and amendment

  1. We can withdraw, cancel or amend a Contract if it has not been accepted by you, or if the Services have not started, within a period of 3 days from the date of the Contract (unless the Contract has been withdrawn).
  2. Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the Contract.
  3. If you want to amend any details of the Services you must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoiced to you.
  4. If, due to circumstances beyond our control, including those set out in the section below (Circumstances beyond a party's control), we have to make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum.
  5. If, excluding reasons out of our control, the project exceeds the Estimated Completion Date outlined in the contract, the client retains the right to terminate the contract without penalty.

Payment

  1. We will invoice you for payment of the Fees either: a) when we have completed the Services; or b) on the invoice dates set out in the Contract.
  2. You must pay the Fees due within 7 days of the date of our invoice or otherwise in accordance with any credit terms agreed between us.
  3. Time for payment shall be of the essence of the Contract.
  4. Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you interest at the rate of 4% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full.
  5. All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
  6. If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with, you.
  7. Receipts for payment will be issued by us only at your request.
  8. All payments must be made in British Pounds (GBP) unless otherwise agreed in writing between us.

Sub-Contracting and assignment

  1. We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party.
  2. You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.

Termination

  1. We can terminate the provision of the Services immediately if you: a) commit a material breach of your obligations under these Terms and Conditions; or b) fail to make payment any amount due under the Contract on the due date for payment; or c) are, or become, or in our reasonable opinion are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or d) enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or e) convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.

Intellectual Property

  1. We reserve all copyright and any other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.
  2. Only upon fully cleared payment of all Fees outlined in the contract shall we provide the client full ownership of any deliverables or intellectual property as outlined in the agreed Contract. We reserve the right to display the work for portfolio and promotional purposes only in perpetuity.

Liability and Indemnity

  1. Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this clause.
  2. The total amount of our liability is limited to the total amount of Fees paid by you under the contract.
  3. We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the Contract for: a) any indirect, special or consequential loss, damage, costs, or expenses or; b) any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; or c) any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or d) any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or e) any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.
  4. You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.
  5. Nothing in these Terms and Conditions shall limit or exclude our liability for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.

Circumstances beyond a party's control

  1. Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.

Communications

  1. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
  2. Notices shall be deemed to have been duly given: a) when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient; b) when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated; c) on the fifth business day following mailing, if mailed by national ordinary mail; or d) on the tenth business day following mailing, if mailed by airmail.
  3. All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.

No waiver

  1. No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right or remedy.

Severance

  1. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).

Law and jurisdiction

  1. This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.

Ongoing Maintenance

  1. A Client Request constitutes as a single written notification (email or letter) to the company. A Client Request is not limited to one individual performable action contained within said notification, meaning multiple tasks may be bundled into a single Client Request.
  2. Our hourly charge as outlined in the contract will rise once per annum by 5% on October 1st.
  3. We reserve the right to change our hourly rate to any amount at any time. Clients affected by any rate change must agree to any changes in writing before said amended charges can come into effect. The Client has the right to terminate the contract without penalty if they do not agree to rate amendments.

Hosting Services

  1. We reserve the right to terminate hosting services due to non-payment after a 7 day grace period from the invoice due date.
  2. Clients retain the right to transfer hosting providers at any time. All files owned by the Client on the hosting platform will be provided to the Client only.
  3. We are not liable for any charges incurred by third parties when transferring domains or hosting services to or from our platform(s).
  4. We offer a web hosting service to host the websites we have built for our clients. This is recommended in order to ensure ongoing quality of service and is a mandatory requirement for websites incorporating a content management system (CMS) or e-commerce system. Although the quality of our hosting packages is high, we are unable to guarantee 100% uptime, nor accept any responsibility for any error, omission or misrepresentation in relation to the websites hosted or for any loss, damage, cost or expense (whether direct, indirect, consequential or otherwise) suffered by any user of the websites hosted. We make no warranties or representations of any kind that hosting will be uninterrupted, error-free or that the website or the server that hosts the website is free from viruses or other forms of harmful computer code. In no event shall ourselves, employees or agents be liable for any direct, indirect or consequential damages resulting from the hosting of websites on our servers.

Revisions and Updates

  1. Once a design draft is presented, the Client has 5 days from receipt to provide feedback. Once all comments, ideas and questions are consolidated by the Client and we provide a new version, that completes that Round of Revision.
  2. A Change Request is defined as a major adjustment in the provided design requested by the Client. What constitutes a minor and major adjustment can vary, but a useful example would be: "Moving photos and text around the page is a layout change and is a major revision. Changing short text phrases here and there is a minor revision."

Search Engine Optimisation

  1. SEO is not a one time activity like web development, it is an ongoing process. If you stop SEO activity such as link building, your rankings will eventually fall as the website is no longer deemed relevant to the search results. We cannot be held liable for any fall in ranking due to inactivity.
  2. SEO is a time consuming process that can take anywhere from 4 to 6 months to see results, dependent on competition. Please be aware that we cannot guarantee immediate boosts in ranking. Search engines may also hinder rankings of new websites until they have proven their ability to exist over time and/or gather quality backlinks.
  3. No reputable SEO agent or company can rightfully guarantee a ranking position or consistent top 10 ranking for any given keyword or phrase. Whilst every effort is made to use best practises and proven techniques, you understand that we have no control over search engine ranking algorithms or ongoing efforts by competitors.
  4. Search engines can drop rankings for no clear or predictable reason. Rankings can also re-appear without any changes to SEO efforts. We cannot be held liable for any drop in rankings.
  5. You understand that due to the unknown nature of search engine algorithms and ongoing efforts by competitors, rankings can fluctuate at any time.
  6. We cannot guarantee or provide warranty for project timeliness, added expenses and end results due to SEO work being destroyed in any form, either knowingly or unknowingly, by any party other than us. SEO work is considered destroyed if any of the following changes are made without written notification to us:
    • - Renaming, relocating, adding or removing any file, folder or subdomain on a web server including web documents, robots.txt, .htaccess, XML sitemap, and RSS etc.
    • - Making any changes to an optimised web page
    • - Changing the head section of a web page such as the title tag, or web authentication tags
    • - Adding, removing or modifying content, functionality or widgets
    • - Changes to anchor text
    • - Removing Google Analytics code
    • - Changes to site architecture
    • - Renaming URLs
    • - Linking out to any website without prior consultation
    • - Taking down the website or parts of the website
  7. We cannot guarantee or provide warranty for project timeliness, added expenses and end results due to:
    • - Prolonged server outage
    • - The Client failing to resolve queries on time or make delays in providing support or access to required documents
    • - The Client failing to make necessary changes on the website when advised
    • - The Client making no attempt to educate themselves and understand the basics of SEO activities as explained by us.

General

  1. Appropriate credit and acknowledgment for work produced by us should be attributed to Digizoid where possible and may be referenced for our promotional purposes unless otherwise (in exceptional circumstances) prearranged with the Client.
  2. These terms and conditions of business supersede any previous versions and apply to all present and future projects unless otherwise agreed in writing. We reserve the right to change or modify these terms at any stage with immediate effect. By agreeing to these terms, your statutory rights are not affected.