Terms & Condition

TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS AND SERVICES

These Terms and Conditions are the standard terms for the supply of goods and services by Webdynamix Limited, a company registered in England & Wales, company number 11280531, and whose registered address is at 30 Mansfield Road, Basingstoke, Hampshire, England, RG22 6DX

Definitions

1.1. In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

1.2. Unless the context requires otherwise, references to the singular include the plural, and masculine includes the feminine and vice versa.

1.3. The headings in these Terms are for convenience only and do not affect their interpretation. 

2.      The Agreement

2.1. Any Proposal provided by Webdynamix shall not constitute an offer and is only valid for seven (7) days from its issue date. Unless otherwise stated, it does not include full artwork and design services.

2.2. These Terms & Conditions and any Proposal provided by Webdynamix constitute the entire Agreement between the parties.

2.3. Previous dealings between the parties shall not vary or replace these terms or be deemed in any circumstances whatsoever to do so.

2.4. Before the Services can commence, Webdynamix requires the Customer to return a signed copy of these Terms & Conditions and outline of work and make a payment of 50% of the total quoted Fees. At this point, an Agreement will exist between the parties upon these Terms (Agreement).

2.5. Due to the unique nature of every job, specific terms and conditions may apply to an Agreement. These will be included within Webdynamix’ Proposal and highlighted to the Customer.

2.6. Any illustrations, descriptions, or imagery displayed on Webdynamix’s website, in marketing materials (both offline and online), catalogues, price lists or others are intended merely to present a general idea of goods or services provided by Webdynamix. No part of these shall form part of any Agreement.

2.7. Webdynamix may revise any Fees provided under the following circumstances:

2.7.1.1. If the Customer materially amends the scope of work to provide additional Goods and Services not referenced or detailed within the original specification.

2.7.1.2. If the scope of work to be undertaken was unclear when Webdynamix provided the original Fees.

2.7.1.3. If it is discovered that there was a manifest error when the estimate was prepared.

2.8. The parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

2.9. These Terms & Conditions apply to the Agreement to the exclusion of any other terms that the Customer may seek to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing.

2.10. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing, signed by each Party or an authorised representative of each Party.

3.      Website Development

3.1. Services specific to this Agreement will be outlined in the Proposal accompanying these terms and conditions.

3.2. Webdynamix shall provide to the Customer the services; and perform the services with a reasonable level of skill and care with a degree of skill, diligence, prudence, and foresight which, as at the relevant time, would reasonably be expected from a skilled and experienced website developer seeking in good faith to comply with its contractual obligation.

3.3. All services will be created iteratively through a production process of consultation, samples, feedback, and revision, ultimately resulting in a final website conforming to the Customer’s creative briefing and feedback.

3.4. Unless otherwise agreed in writing, all Proposals allow for one alteration to the design. Further alterations may incur additional charges.

3.5. Webdynamix will perform the services using its own staff and associates. Webdynamix will notify the Customer if data protection regulation requires it to do so. Webdynamix remains responsible for the quality of any work undertaken on its behalf by a third party.

3.6. Whilst Webdynamix will use all reasonable endeavours to meet any milestone dates set out in the project plan, such dates are approximate only, and time of performance is not of the essence.

3.7. Webdynamix makes every effort to ensure websites are designed to be viewed by most visitors. Websites are designed to work with the most popular current browsers (e.g., Firefox, Edge, Google Chrome, etc.). The Customer agrees that Webdynamix cannot guarantee correct functionality with all browser software across different operating systems.

3.8. Webdynamix cannot accept responsibility for web pages which do not display acceptably in new versions of browsers released after the website has been designed and handed over to the Customer. As such, Webdynamix reserves the right to quote for any work involved in changing the website design or code for it to work with updated browser software.

3.9. Any additional work or variations to the Proposal will only be undertaken upon acceptance of a separate agreement with all costs to be agreed by both parties, in writing, before work commences.

4.       SEO (Search Engine Optimisation)

4.1. Basic organic SEO will be added as part of the design and development.

4.2. Webdynamix aims to always use 100% organic SEO techniques.

4.3. There is no guarantee where Google and other search engines will place the Customer’s site in the rankings depending on the keywords. There are only a finite number of popular keywords, and competitors may already use some.

4.4. Webdynamix cannot be held responsible if the SEO work is destroyed, in part or in full, knowingly or unknowingly, because the Customer or another party has made changes to the Customer’s website or content without prior consultation with Webdynamix.

5.      Maintenance Plans

5.1. Maintenances plans are provided on a rolling monthly contract.

5.2. Additional pages or updates to existing pages are not included in a maintenance plan and will be charged at Webdynamix’s prevailing hourly rate.

6.       Fees and Payment

6.1. Fees and payment dates specific to this Agreement will be outlined in the Proposal. The Fees stated in the Agreement do not include Value Added Tax (“VAT”). VAT will be added at the prevailing rate; VAT number GB 294 659 546. All prices are in pound sterling.

6.2. Payment is accepted by bank transfer or direct debit.

6.3. Any disbursements, such as the purchase of image rights, third-party software (plugins) etc., incurred by Webdynamix during the carrying out of the Services on behalf of the Customer will be invoiced separately if not included within the original Fees quoted. Some premium plugins require renewing annually to receive updates. No disbursements will be incurred without the Customer’s prior approval.

6.4. Webdynamix will only release a website to a live environment on receipt of full payment.

6.5. Any queries relating to an invoice must be received within seven (7) days from the date of the invoice. Until a query is resolved, the Customer remains liable to pay the undisputed part of an invoice within the original timescale. 

6.6. If payment of the Fees or any part thereof is not made by the due date, Webdynamix may:

6.6.1. Cancel the Agreement or suspend any further provision of services with immediate effect. Any suspension period shall be disregarded for contractual time limits previously agreed to complete the services.

6.6.2. Charge interest at 8% above the Bank of England base rate per annum on the unpaid amount starting from the day the invoice becomes overdue until paid, or in the case of pro forma invoices, from 30 days from the date of issue, whether before or after any court judgement. Such interest shall accrue daily and be compounded quarterly.

6.6.3. Charge the Customer the recovery costs of any outstanding amount, including legal costs and disbursements.

7.       Customer Responsibilities

7.1. The Customer acknowledges that Webdynamix’s ability to provide the services is dependent upon their full and prompt cooperation and the accuracy and completeness of any information and data the Customer provides to Webdynamix. Accordingly, the Customer shall, promptly, provide Webdynamix with access to, and use of, all information, data and documentation reasonably required by Webdynamix for the performance by Webdynamix of its obligations under the Agreement.

7.2. The Customer agrees to follow Webdynamix’s reasonable instructions and procedures concerning the services. The Customer agrees to provide Webdynamix with all relevant information and images in an acceptable format, as requested by Webdynamix before project commencement.

7.3. The Customer warrants that they will obtain and maintain all necessary licenses and consents for the performance of the services.

7.4. The Customer agrees to respond to the request for information and approval of proofs within five (5) working days of such a request. Failure to do so may result in Webdynamix closing the project and the balance remaining becoming payable immediately.

7.5. The Customer grants Webdynamix a non-exclusive license to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Customer Materials for this development under this Agreement.

7.6. The Customer warrants and represents that the Customer Materials, and their use by Webdynamix under these Terms and Conditions, will not infringe the Intellectual Property Rights or other rights of any person, will not be illegal or unlawful under any applicable law, and will not give rise to any cause of action against Webdynamix or any other person in any jurisdiction.

7.7. Webdynamix shall not be required to create any deliverables which, in their opinion, is or may be of an illegal or libellous nature or an infringement of any third party’s proprietary or other rights. The Customer shall indemnify Webdynamix in respect of any claims, costs and expenses arising out of any libellous matter or any infringement of copyright, patent, design of or any other proprietary or personal rights contained in any Deliverables created for the Customer. The indemnity shall extend to any amounts paid on a solicitor’s advice in the settlement of any claim.

7.8. If Webdynamix’s performance of any of their obligations in respect of the Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

7.8.1. Webdynamix shall, without limiting their other rights or remedies, have the right to suspend the performance of the work until the Customer remedies the Customer Default and to rely on the Customer Default to relieve Webdynamix from the performance of any of their obligations to the extent the Customer Default prevents or delays Webdynamix’ performance of any of their obligations.

7.8.2. Webdynamix shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Webdynamix’s failure or delay to perform any of their obligations as set out in this clause 7.8; and

7.8.3. The Customer shall reimburse Webdynamix on written demand for any costs or losses sustained or incurred by Webdynamix arising directly or indirectly from the Customer Default.

8.      Developer Credit

8.1. Webdynamix may include a Developer Credit on each page of the website.

8.2. The Customer must retain the Developer Credit on the website and any adapted version, must not interfere with the Developer Credit, and may only remove the Developer Credit at the Webdynamix request.

9.      Post Go-Live Issues

9.1. The Customer should provide feedback to Webdynamix about any faults or issues within one (1) month of the website going live.

9.2. Should the changes be deemed to be outside the project’s original scope or advised after more than one (1) month, additional charges may apply.

10.  Confidential Information 

10.1. In the absence of a separate non-disclosure agreement, this clause applies.

10.2. Each Party acknowledges that in connection with this Agreement, it may receive certain confidential or proprietary technical and business information and materials of the other Party (“Confidential Information”).

10.3. Each Party, their agents, and employers shall hold and maintain in strict confidence all Confidential Information, shall not disclose such Confidential Information to any third party and shall not use any Confidential Information except as may be necessary to perform their obligations under this Agreement except as may be required by a court or governmental authority of competent jurisdiction.

10.4. Notwithstanding the preceding, Confidential Information shall not include any information in the public domain or that becomes publicly known through no fault of the receiving Party or is otherwise correctly received by a third party without an obligation of confidentiality.

10.5. On the conclusion or termination of the Agreement, both parties shall cease to use all copies of confidential information obtained from the other except in so far as the law requires the information be retained in which event it shall be kept until such period is over and, in any event, kept strictly confidential under the provisions of this clause.

11.   Data Protection

11.1. ‘Data Protection Legislation’ refers to The Data Protection Act 2018 and any secondary legislation in England and Wales relating to the processing of Personal Data and the privacy of electronic communications, as amended, replaced, or updated from time to time.

11.2. All personal information that Webdynamix may collect (including, but not limited to, the Customer’s name, postal address, email address, and telephone number) will be collected, used, and held according to the provisions of Data Protection Legislation as defined above.

11.3. Their privacy policy describes how Webdynamix collects, uses, and stores personal information.

11.4. In certain circumstances, Webdynamix may pass the Customer’s personal information on to credit reference agencies. These agencies are also bound by the Data Protection Legislation as defined above and should use and hold personal information accordingly.

12.   Intellectual Property Rights

12.1. The Customer undertakes to secure all copyright and other appropriate licenses, clearance or consent where required for the content and materials to be used during the project. Webdynamix requires proof of permission before they will reproduce any licensed image.

12.2. The Customer grants Webdynamix for the term of this Agreement and project a non-exclusive, revocable, royalty-free license to use their name, logos, trademarks, or devices (“Intellectual Property”) to create the project.

12.3. Upon receipt of payment in full, Webdynamix assigns all of its Intellectual Property Rights in the website to the Customer. This assignment is for the entire term of the assigned rights, including all extensions, renewals, reversions, and revivals. Webdynamix has the right to retain and reuse media (images, video, and copy) if Webdynamix has provided them.

12.4. Neither Party shall make any claim to the other Party’s content, materials, or services during or after the expiry of this Agreement.

12.5. All services provided by Webdynamix shall be for the Customer’s exclusive use other than for Webdynamix’s promotional use.

13.   Indemnities and Limitation of Liability

13.1. Neither Party shall be liable to the other under this Agreement in contract, tort, or otherwise (including negligence), pre-contract or other representations (other than fraudulent or negligent misrepresentations) or otherwise for any loss of business, contracts, profits, or anticipated savings or any indirect or consequential or loss whatsoever.

13.2. The Customer agrees to indemnify Webdynamix against any claims, damages, losses, costs, and expenses which they may sustain or incur in relation to any content and materials which the Customer provides, such indemnity applying in respect of any claims for any breach of applicable law or regulation or any infringement of any intellectual property rights.

13.3. Nothing in this Agreement shall exclude or limit liability for death or personal injury resulting from the negligence of either Party or their servants, agents, or employees.

14.   Termination with Notice

14.1. Either Party may terminate this Agreement by giving the other 30 days’ written notice of such termination.

14.2. If work is postponed or terminated at the request of the Customer, Webdynamix shall have the right to bill pro rata for work completed through the date of that request while reserving all rights under this Agreement.

14.3. If additional payment is due, this shall be payable within thirty days of the Customer’s written notification to stop work.

14.4. In the event of termination, Webdynamix shall own all rights to the work. The Customer shall assume responsibility for all collection of legal fees necessitated by default in payment. 

15.   Termination without Notice

15.1. Either Party may terminate the Agreement immediately by giving written notice to the other Party in the event of any of the following:

15.1.1. the other Party is dissolved.

15.1.2. The other Party ceases to conduct all (or substantially all) of their business.

15.1.3. The other Party is or becomes unable to pay their debts as they fall due.

15.1.4. The other Party is or becomes insolvent or is declared insolvent; or

15.1.5. An order is made for the winding up of the other Party, or the other Party passes a resolution for their winding up (other than for a solvent company reorganisation where the resulting entity will assume all the obligations of the other Party under the Agreement); or

15.1.6. (Where that other Party is an individual) that other Party dies, or because of illness or incapacity becomes incapable of managing their own affairs or is the subject of a bankruptcy petition or Order.

15.1.7. The other Party passes a resolution for winding up (other than for solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect.

15.2. If either Party breaches a material provision under this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within fourteen (14) days of being given written notice of the breach, the non-defaulting Party may terminate this Agreement immediately and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.

15.3. All notices of termination should be submitted to the other Party in Writing.

16.   Consequences of Termination

16.1.1. On termination of the Agreement for any reason, the Customer shall immediately pay Webdynamix all outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, Webdynamix shall submit an invoice, which shall be payable by the Customer immediately on receipt.

16.1.2. The accrued rights and remedies of the parties at termination shall not be affected, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.

16.1.3. Clauses that expressly or implicitly have effect after termination shall continue in full force and effect.

17.   Communication and Contact details

17.1. Webdynamix can be reached by telephone from Monday to Friday between 9am and 5pm GMT.

17.2. Webdynamix is committed to providing its clients with a high-quality service that is both efficient and effective.

17.3. Customers can contact Webdynamix to discuss how the service could be improved or register any dissatisfaction with the service it is receiving:

17.3.1. by email to info@webdynamix.co.uk

17.3.2. by calling 01256 592083

18.   Force Majeure

18.1. Webdynamix will be under no liability if unable to carry out any provision of the Agreement for any reason beyond its control, including, but not limited to, staff illness, act of God, legislation, war, terrorist activity, pandemic, epidemic, fire, flood, drought, power failure, mechanical/machinery failure, lock out, strike or other action taken by employees in contemplation or furtherance of a dispute or owing to any liability to procure material required for the performance of the Agreement.

18.2. During the continuance of such contingency, the Customer may, by written notice to Webdynamix, elect to terminate the Agreement and pay for work done and material used, but subject to that, shall otherwise accept delivery when available.

19.   Other Important Terms

19.1. Nothing in this Agreement shall be construed as creating a partnership, joint venture, or agency relationship between the parties. Neither Party shall have the authority or power to bind the other Party or Agreement in the name of or create a liability against the other Party.

19.2. If any part of this Agreement is found to be void or unenforceable by any court of competent jurisdiction, such part shall be severed from this Agreement, which will otherwise remain in full force and effect.

19.3. These Terms shall remain in force until altered in writing and signed by both parties.

19.4. The failure by Webdynamix at any time or for any period to enforce any of these Terms and Conditions shall not be a waiver of them or a waiver of the right to enforce such Terms and Conditions on a future occasion.

19.5. Webdynamix may transfer or subcontract their rights and obligations under these Terms to another person or organisation, but this will not affect the Customer’s rights or Webdynamix’s obligations.

19.6. The Customer may not assign this Agreement or any rights or obligations under it without Webdynamix’s prior written consent.

19.7. Unless otherwise agreed and subject to the then-current prices, these Terms of Business shall apply to any future instructions the Customer gives to Webdynamix.

19.8. A person not a party to the Agreement shall have no rights under the Agreement according to the Agreements (Rights of Third Parties) Act 1999.

20.   Governing Law and Jurisdiction

20.1. These terms are governed by the laws of England & Wales, whose courts shall have sole jurisdiction in relation to all matters arising.