TERMS AND CONDITIONS

This agreement is made between DeSol – Design Solutions – 18 Lodge Close, Banbury, OX16 9BW (“Supplier”) and the (“Customer”).

 

1. DOMAIN


1.1. The Supplier agrees to the full administration of the ordered domain name after the Customer makes a full payment of the pro forma invoice has been sent.

1.2. In case of domain renewal the Supplier notifies the Customer at least 7 days before the renewal due date.

1.3. The Supplier reserves the right to change the price of the domain registration or the domain renewal. In a case of domain renewal price change, the Customer will be notified at least 30 days before the due date.

1.4. If the renewal is not done by the due date, the domain name gets on hold. The Supplier can reactivate the domain name in 7 days without any additional fees. After 7 days the domain name can still be reactivated until 15 days but only for an additional fee.

 

2. WEB HOSTING

 

2.1. Duties of Supplier

2.1.1. The Supplier agrees to activate the ordered hosting plan within 1 day after the Customer makes a full payment of the pro forma invoice has been sent.

2.1.2. All access information will be sent to the email account what was given in the order form.

2.1.3. The Supplier ensures the Customer that the service works 99.7% in a year. The Supplier reserves the right to make any necessary maintenance, time to fix any problems what can happen or any failure what is not our fault. The Customer will be notified if this is necessary.

2.1.4. The Supplier can make any changes to the Service which are necessary to comply with any applicable law or safety requirement, and the Customer will be notified if this is necessary.

2.1.5. In a case of system failure the Supplier warrants that the problem will be solved as soon as possible but maximum within 24 hours.

2.1.6. The customer can report any problems to our customer service on the phone in office hours (900-1700) or via email 24 hours a day.

 

2.2. Duties of Customer

2.2.1. The Supplier’s content should not violate the rights of other people or groups of people, cannot contain any pirate content, racist and adult content, or any other illegitimate content or references. Such websites will be suspended immediately!

2.2.2. The Supplier’s content must be free of viruses or files which generate unsolicited, undesired, or illegal email messages. In this case the service will be suspended immediately until the Customer fixes the issues. After the problems have been solved the service can be reactivated at the request of the Customer.

2.2.3. The outgoing email service is restricted to 500 emails/hour. In case of spamming (sending unsolicited, undesired, or illegal email messages) the service will be suspended. In case of multiple breaches the service will be eliminated.

2.2.4. In case of hosting renewal the Supplier notifies the Customer at least 14 days before the renewal due date.

2.2.5. . If the renewal is not done by the due date, the Supplier warrant 7 days grace period. After this the service will be suspended.

 

3. WEB DESIGN

 

3.1. Introduction

3.1.1. The Customer wishes to create a website to their domain name.

3.1.2. The Supplier has agreed to supply a website design based on Customer requirements.

 

3.2. Duties of Supplier

3.2.1. In consideration of the payment by the Customer of the Price and subject to the terms and conditions of this Agreement, the Supplier agrees:

3.2.2. To develop and deliver the graphical, technical and navigational design of the website as agreed.

3.2.3. To create and deliver the pages of the website containing all materials (text, graphics, logos, photographs, images, moving images, sound and illustrations) as agreed.

3.2.4. To advise the Customer in relation to the website design and the creation of the web pages.

3.2.5. Subject to Clause 3.2.6, the Supplier undertakes to carry out the objectives in accordance with the timetable as agreed.

3.2.6. Where the Customer has engaged more than one supplier in the provision of brand identity, design and development services, the delivery obligations set out in Clause 3.2.5. shall be conditional upon the performance of third parties as set out in the timetable.

 

3.3. Duties of Customer

3.3.1. The Customer shall deliver to the Supplier all materials (drafts, concepts, text content, product data, graphics, logos, photographs, images, moving images, sound, illustrations and other materials) in the agreed format and shall use reasonable efforts to ensure that it is correct and up to date.

3.3.2. Where the Customer has engaged more than one supplier in the provision of brand identity, design and development services, the Customer shall deliver the brand identity or design to the Supplier by the date set out in the timetable.

3.3.3. The Customer shall contribute as many hours or days of work as are required from time to time for the needs of the project in accordance with the timetable.

3.3.4. The Supplier shall be entitled to procure the services of any other persons with suitable skills and experience as are necessary from time to time in order to complete the Project in accordance with the Timetable.

 

4. MODIFICATIONS


4.1. The Customer may at any time request modifications to any service by notice in writing to the Supplier.

4.2. On receipt of the request for modification the Supplier shall, within 5 working days or such other period as may be agreed between the parties, advise the Customer by notice in writing of the effect of the modification, if any, on the price, the timetable and any other terms already agreed between the parties. Any increase in the price shall be in accordance with the standard charges of the Supplier for labour. For the avoidance of doubt, the Customer’s requirement that the Supplier carry out amendments or modifications or corrective or remedial work pursuant to Clause 7 shall not constitute an alteration within the meaning of this Clause.

4.3. Where the Supplier gives written notice to the Customer agreeing to perform a modification on terms different to those already agreed between the parties, the Customer shall, within 5 working days of receipt of such notice, advise the Supplier by notice in writing whether or not he wishes the modification to proceed.

4.4. Where the Supplier gives written notice to the Customer agreeing to perform a modification on terms different to those already agreed between the parties, and the Customer confirms in writing that he wishes the alteration to proceed on those terms, this agreement shall be deemed automatically to have been amended so as to include the modification and thereafter the Supplier shall perform this agreement upon the basis of such amended terms.

 

5. PAYMENT


5.1. In consideration of the performance of the project the Customer shall pay the Supplier the price according to the Terms of Payment as specified in the schedule to this agreement. The price is exclusive of VAT and shall not be subject to any adjustment or increase except as agreed in accordance with Clause 4.

5.2. The Customer shall make payment to the Supplier upon receipt of an invoice from the Supplier, all payments are to be made in pounds sterling and in the manner specified in the schedule. Payment by the Customer of any sum under this agreement shall be without prejudice to any claims or rights the Customer may have against the Supplier and shall not constitute any admission by the Customer as to the performance by the Supplier of his obligations under this agreement.

5.3. The Supplier reserves the right to modify the Supplier’s price list at any time but such modification shall only take effect one month after notice has been given to the Customer.

5.4. The Supplier shall be entitled to charge interest in respect of late payment of any sum due under this agreement, which shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 5.00% per annum above the base rate of LLOYDS Bank, Banbury Branch from time to time in force.

 

6. TERMINATION


6.1 The Supplier can terminate this agreement of the Services immediately if the Customer:

6.1.1. commit a material breach of your obligations under these Terms and Conditions; or

6.1.2. fail to pay any amount due under the agreement on the due date for payment; or

6.1.3. 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.

 

7. INTELLECTUAL PROPERTY


7.1. The Customer grants to the Supplier a royalty-free, worldwide, non-exclusive license to use the content supplied by the Customer for the purposes of the Project only.

7.2. The Customer warrants and represents to the Supplier that any elements of materials (text, graphics, photos, designs, trademarks or other material) supplied to the Supplier for inclusion in the website are owned by the Customer, or that the Customer has permission from the rightful owner to use each of these elements and that the Supplier’s use of such material shall not infringe the intellectual property rights of any third party.

7.4. The Supplier warrants and represents to the Customer that all works created by the Supplier in the course of the project will, unless otherwise stated in this agreement, be original work and not subject to any intellectual property or other rights of any third party and that the Customer’s use of the website shall not infringe the intellectual property rights of any third party.

7.5. All conditions, terms, representations and warranties that are not expressly stated in this Agreement, whether oral or in writing or whether imposed by statute or operation of law or otherwise, including, without limitation, the implied warranty of satisfactory quality and fitness for a particular purpose are hereby excluded, save for the statutorily implied terms as to title.

7.6. Upon final payment the Supplier shall transfer the rights of the website design to the Customer. The Supplier retains the right to display graphics and other web design elements as examples of their work.

 

8. CIRCUMSTANCES BEYOND A PARTY’S CONTROL


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.

 

9. COMMUNICATIONS


9.1. 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).

9.2. Notices shall be deemed to have been duly given:

9.2.1. when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;

9.2.2. when sent, if transmitted by email and a successful transmission report or return receipt is generated;

9.2.3. on the fifth business day following mailing, if mailed by national ordinary mail.

9.3. All notices under these Terms and Conditions must be addressed to the most recent address or email address notified to the other party.

 

10. ASSIGNMENT


Neither party shall be entitled to assign or otherwise transfer this agreement without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed.

 

11. SEVERANCE


If any provision of this agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if this agreement had been agreed with the invalid illegal or unenforceable provision eliminated.

 

12. LAW AND JURISDICTION


These Terms and Conditions are governed by and interpreted according to English law. All disputes arising under these Terms and Conditions are subject to the exclusive jurisdiction of the English courts.

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ADDRESS

18 Lodge Close

Banbury, OX16 9BW

ADDRESS

18 Lodge Close

Banbury, OX16 9BW

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PHONE

07946 816-757

PHONE

07946 816-757

Copyright © 2020 www.desol.co.uk All Rights Reserved.