Terms of Service

This agreement (“Agreement”) is entered into for the purpose of contracting the development of a third-party website (the “Website”) under the terms and conditions outlined herein, as per the written proposal mutually accepted by the parties. Upon the execution of the proposal document (the “Agreement”) and the payment of the agreed deposit, the development of the Website shall be undertaken by us (the “Developer”) for you (the “Client”).

1. The Project

1.1 The Client, in consideration of paying the Developer the specified fees outlined in the Project Proposal, hereby engages the Developer to:

(a) Develop the Website in conformity with the Client Requirements as delineated in the Project Proposal on behalf of the Client (the “Project”); and

(b) Provide the Services to the Client as agreed upon by both parties.

1.2 The Project Specification is detailed in the Project Proposal document.

1.3 Any modifications or alterations to the Project Specification must be documented in writing and mutually agreed upon by the Parties. In instances where consensus is not reached on proposed amendments or variations, the Parties shall convene to discuss the changes in good faith. Should any alterations to the Project Specification result in additional expenses for the Developer beyond the initially specified Fees, the Developer is entitled to bill the Client for such additional expenses at its prevailing standard rates.

2. Delivery and Approval

2.1 Upon successful completion of the Project, the Client is obligated to remit full payment of the fees to the Developer. Subsequently, the Developer will deploy the finalized Website to the Client’s designated hosting server.

2.2 Should the Client opt for the Website to be uploaded to third-party hosting services under their control, the Developer retains the right to levy additional fees for this service. The Client bears the responsibility of ensuring proper configuration of the intended fileserver or disk space.

2.3 Following the delivery of the Website to the Client, a 14-working-day period (referred to as the “Acceptance Test Period”) is granted to the Client for the evaluation of the Website’s adherence to the Project Specification (the “Acceptance Test”). The Client may withhold acceptance only if it can substantiate that the Website significantly deviates from the Project Specification. Upon completion of the Acceptance Test, the Client is required to confirm the completion of the Project (the “Project Release”) to the Developer.

2.4 Acceptance of the Website is considered achieved under the following circumstances:

(a) The Acceptance Test Period expires, and the Client does not report any substantial disparities between the Website and the Project Specification to the Developer.
(b) The Client utilizes any part of the Website for purposes other than testing.

2.5 Upon receipt of the Project Release or deemed acceptance, the Developer is relieved of any further obligations related to the Project. Nevertheless, the Client may request additional work directly or indirectly connected to the Project. If the Developer agrees to undertake such work, it reserves the right to bill the Client for any additional services rendered at its prevailing commercial rate.

3. Delivery of Content, Materials, and Feedback

3.1 The Client commits to furnishing the Developer with all necessary content, data, images, and other information, as well as all trademarks, trade names, logos, and other branding associated with the Client (referred to as “Customer Content”) essential for the successful execution of the Project.

3.2 The Client acknowledges that the Developer’s ability to finalize the Project relies on the Client’s complete and timely cooperation. The Client agrees to promptly notify the Developer in writing of any delays in delivering the Client Content or specification input. In instances where the Client informs the Developer of such delays, the Client shall provide a revised timetable for delivering the aforementioned Client Content or input.

3.3 The Developer shall not be held liable for any delays, unmet milestones (if specified in the Project), or additional expenses resulting from the belated delivery or non-delivery of the Client Content or input, as required by the Developer for the Project.

4. Fees and Compensation

4.1 The Developer shall receive payment for the project in accordance with the payment schedule outlined in the Project Proposal Payment Schedule (referred to as the “Fees”) from the Client.

4.2 Irrespective of specific payment milestones detailed in the Project Specification, the Client shall remit the Fees in the following installments:

(a) 50% of the Fees as estimated in the proposal, to be paid no later than 5 days before the Project commencement by the Developer;
(b) The remaining portion of the Estimated Fees to be paid upon completion (prior to or on the go-live date); and

(c) Any outstanding balance of the development Fees to be settled no later than 10 days after the expiration of the Acceptance Test Period.

4.4 All Fees are inclusive of VAT unless the Client provides documented proof of VAT exemption.

4.5 The Client is obligated to make all payments in full, without any deductions, including set-off, counterclaim, discount, abatement, or otherwise.

4.6 In the event of non-payment by the Client on the due date, and without prejudicing any other rights or remedies the Developer may have, the Developer may, at its discretion:

(a) Impose interest on any unpaid amounts in accordance with the Late Payment of Commercial Debts (Interest) Act;
(b) Temporarily suspend the Project until full payment is received;
(c) Temporarily disable the Website, either wholly or partially, until full payment is received; or
(d) Terminate this Agreement immediately with notice.

4.7 Invoices are transmitted to the Client through email to the specified email address. The Client is responsible for notifying the Developer of any changes to the invoicing address.

4.8 Should the project not proceed due to the fault of the Developer, the Deposit will be refunded to the Client. If work has already commenced and the Client cancels the contract, the Deposit will be returned with deductions for completed work.

5. Intellectual Property Rights

5.1 The Client hereby grants the Developer a non-exclusive, revocable, and royalty-free license to utilize and reproduce the Client Content solely for the purpose of fulfilling its obligations under this Agreement.

5.2 Upon the Client’s complete payment, the website design, software, and coding created by the Developer for the Website (excluding any Client Content) (referred to as the “Developer Materials”) shall be licensed to the Client under our End-User License Agreement, unless otherwise specified in the signed proposal.

5.3 The Client agrees not to engage in any unauthorized access, modification, or alteration of the Developer Materials, with the intent of creating a separate website, licensing the Website to a third party, or diminishing the design and functionality of the Website, without the prior written consent of the Developer.

5.4 The Developer is authorized to register and renew domain names on behalf of the Client, as requested. The costs and expenses associated with registration and/or renewal shall be incorporated into the Fees. Upon the Client’s payment of the Fees and the delivery of the Project Release, the Developer commits to transferring all registration details for the Website, encompassing technical and administrative particulars, to the Client upon request.

6. Warranties

6.1 Each party affirms that it possesses complete power and authority to enter into and execute this Agreement.

6.2 The Developer assures that it will fulfill its obligations under this Agreement with reasonable skill, care, and diligence. Furthermore, the Developer guarantees that the Client’s utilization of the Developer Materials will not violate any third-party intellectual property rights.

6.3 The Client assures that it, or its licensors, holds the ownership of any intellectual property rights in the Client Content. The Client also asserts its authority to use the Client Content concerning the Website and confirms that the Developer’s utilization of the Client Content in accordance with this Agreement will not infringe any third-party intellectual property rights.

6.4 The Client acknowledges that, to the best of their knowledge and belief, the Client Content does not include anything reasonably deemed blasphemous, defamatory, or obscene. Moreover, it attests that the Client Content adheres to all applicable laws and regulations.

6.5 Except as explicitly stipulated in this Agreement, all warranties, conditions, or other terms implied by statute, common law, or otherwise are expressly excluded.

7. Indemnification and Liability Limitations

7.1 No provision in this Agreement shall absolve or constrict the responsibility of either Party to the other Party for death or personal injury resulting from negligence, fraudulent misrepresentation, or any other liability that cannot be lawfully excluded.

7.2 Without prejudice to clauses 7.1 and 7.4, neither Party shall be accountable, whether in contract, tort (including negligence), statutory duty, or otherwise, within or related to this Agreement, for any loss of revenue, actual or anticipated profits, business disruption, operating time loss, loss of opportunities, damage to reputation, data loss, or any indirect or consequential loss or damage, regardless of the cause.

7.3 Despite the provisions of clause 7.2, the Developer bears no responsibility for any loss or damage incurred by the Client due to:

(a) network failure or the Client’s inability to access the Website due to Internet or telecommunications network issues;

(b) viruses, worms, Trojan horses, or similar harmful elements.

7.4 The Client shall indemnify and hold the Developer entirely harmless from any third-party claims alleging infringement of intellectual property rights concerning the Client Content or Hosting Services.

7.5 The cumulative liability of the Developer under this Agreement shall not exceed €250.

7.6 Notwithstanding clause 7.5, the overall cumulative liability of the Developer under this Agreement shall not exceed €1,000.

7.7 The Client acknowledges its responsibility to ensure that the Website complies with the laws of any jurisdiction where it is actively promoted.

7.8 Governments may enact laws and impose taxes and tariffs affecting internet electronic commerce. The client accepts sole responsibility for complying with such laws, taxes, and tariffs, and undertakes to indemnify, protect, and defend the Developer and its subcontractors from any claims, suits, penalties, taxes, or tariffs arising from the client’s engagement in internet electronic commerce.

8. Termination

8.1 Should the Client not engage in services provided by the Developer, this Agreement will automatically terminate upon the delivery of the Project Release to the Developer, unless mutually extended in writing by the Parties. Otherwise, the Agreement remains in force until terminated by either Party as per the terms outlined herein.

8.2 Irrespective of the aforementioned clause 8.1, either Party holds the right to immediately terminate the Agreement in the event that the other Party:

(a) Engages in a substantial or persistent breach of its obligations under this Agreement that is incurable (with non-payment constituting a material breach);

(b) Fails to rectify a remediable breach of its obligations under this Agreement or persists in any breach after a written directive to remedy or cease such actions within a 30-day period;

(c) Is unable to settle its debts according to the meaning of section 123 of the Insolvency Act 1986;

(d) Initiates or proposes a voluntary agreement, or enters into a compromise for the benefit of its creditors;

(e) If a company, becomes subject to an administration order or enters liquidation (excluding amalgamation or reconstruction purposes);

(f) Has a receiver appointed to administer any of its property or assets;

(g) Ceases or threatens to cease business operations; or

(h) Fails to meet expectations. In such an instance, the Client is obligated to compensate the Developer for all completed work at the Developer’s hourly rate, after which the Developer will transfer all project-related materials to the Client.

8.3 Upon termination of the Agreement, except under clause 8.1, the Client agrees to promptly return any test examples of the Website and any documents, manuals, or printed materials received from the Developer. The Client shall either return or destroy any copies as requested by the Developer.

8.4 Termination of the Agreement shall not prejudice any rights accrued in favor of either Party and shall not impact provisions intended to survive such termination as per the construction of the Agreement.

9. Confidentiality

9.1 Each party commits not to disclose, at any time during the term of this Agreement and for a period of two years following the completion of the Project, any confidential information related to the business, affairs, trade secrets, technical, commercial, financial, operational, marketing, or promotional aspects of either party or the terms outlined in this Agreement. This obligation remains in force unless disclosure is mandated by law, court order, or any governmental or regulatory authority.

9.2 The stipulations in clause 9.1 do not extend to confidential information received by a party if: (i) that party can demonstrate prior knowledge before receipt; (ii) the information becomes part of or enters the public domain through no wrongful act by or on behalf of that party; or (iii) the information is obtained from a third party without obligations of confidentiality owed directly or indirectly to that party.

9.3 Both parties agree not to utilize the confidential information of the other party for any purpose other than fulfilling their respective obligations under this Agreement.

10. Publicity

10.1 Upon the Client’s acceptance of the Website, the Client is obligated to establish and uphold a hyperlink from the Website homepage to the Developer’s homepage, displaying the text “developed by WDI” or an equivalent statement.

10.2 WDI retains the right to reference their collaboration and/or discourse on the Project in press or publicity, without the necessity of securing the Client’s approval for the content of such disclosures, unless otherwise stipulated in The Proposal.

11. Notice

11.1 Any communication from either Party must be documented in written form and delivered either in person or through prepaid first-class mail or facsimile transmission to the address or fax number provided by the respective Party.

11.2 Notices will be considered officially received if hand-delivered upon receipt, if sent via first-class mail, 48 hours after posting, and if transmitted by fax, at the time of transmission.

11.3 All additional business-related communications concerning the Project between the Parties (excluding specified notices under this Agreement) may be transmitted via email and will be considered received upon dispatch.

12. Assignment

12.1 Without the prior written consent of the other party, neither party is permitted to assign or transfer this Agreement or any associated rights, duties, and obligations.

13. Force Majeure
13.1 In the event of circumstances beyond its reasonable control, including but not limited to acts of God, war, civil disorder, or industrial disputes, neither Party shall be held liable for any delay or failure to fulfill obligations under this Agreement. If such delay or failure persists for a minimum of 90 days, the Party not affected by the force majeure is entitled to terminate the Agreement through written notice to the other party.

14. Joint Venture or Partnership

14.1 The provisions of this Agreement shall not be interpreted as establishing a partnership, joint venture, or agency relationship between the Parties. Neither Party shall possess the authority or capacity to bind the other Party, contract in the other Party’s name, or incur liabilities on behalf of the other Party.

15. Non-Solicitation

15.1 The Client agrees not to engage in any solicitation of WDI staff (temporary, part-time, or full-time) for employment, whether directly or indirectly connected to the Client’s business or any affiliated enterprises. In the event of such solicitation leading to the employment of an employee or contractor from WDI by the Client or any associated business, the Client undertakes to compensate WDI with an amount equal to one full year’s salary and bonuses or fees offered to the hired individual, or €80,000, whichever is greater.

16. General

16.1 The failure or delay by either Party to enforce any right or remedy under this Agreement shall not be construed as a waiver of such right or remedy, unless the waiving party explicitly acknowledges the waiver in writing. The waiver of a breach of any provision of this Agreement shall not constitute a waiver of any other provision or subsequent breach.

16.2 If any provision of this Agreement becomes illegal, invalid, or unenforceable in any jurisdiction, it shall not affect the legality, validity, or enforceability of any other provision in that jurisdiction or any other jurisdiction.

16.3 No addition to or modification of any clause in this Agreement shall be binding on the Parties unless made in writing and signed by both Parties.

16.4 This Agreement constitutes the entire agreement and understanding between the Parties regarding its subject matter, superseding any prior agreements, undertakings, promises, or conditions. Each party acknowledges that it has not been induced to enter into this Agreement and has not relied on any representation, promise, assurance, warranty, or undertaking not contained in this Agreement.

16.5 Individuals who are not parties to this Agreement have no rights to enforce or enjoy the benefits of any provision herein.

Jurisdiction

This Agreement and any dispute or claim arising from or related to it (including non-contractual claims or disputes) shall be interpreted, construed, and enforced in accordance with the laws of the United Kingdom. The exclusive jurisdiction for such matters shall lie with the Courts of England and Wales, Scotland, or Northern Ireland, as applicable.