Website Development Terms and Conditions

  • Key Points / FAQs
  • Web Hosting Ts & Cs
  • Domain Registration/ Renewal Ts & Cs
  • General Ts & Cs (Web Development)

It is crucial you read all of our terms and conditions carefully since payment of our fees is taken as acceptance of them.

This page is designed to help explain some of them and is to be read in addition of them.  We hope the following may help make some of the key points a bit easier to understand.

Domains

  • This is what people type in to locate your website.  It is like a phone number – how people reach you.
  • You could register this yourself, in which case you need to be able to change settings on it when we request.  However we will charge a premium for this due to the extra work it causes and cannot be held responsible for problems with the website due to domain service problems.  Or we can register it for you, this is usually done in your name.  This way we deal with renewal and any setting changes for you.
  • If you do not pay to renew your domain it will expire and allows someone else the opportunity to buy it.

 

Hosting

  • This is what you pay to keep a website live on the internet.  It is a bit like paying line rental for a phone but instead for the internet.  It allows you to use your domain.
  • We usually charge hosting payment annually and up front.  Payment of hosting fees commits you to 12 months service.  If you decide you no longer need or want your website you aren’t automatically entitled to a refund.

 

Websites 

  • When we design/ build a website for you we will use the technologies we feel most appropriate for your needs.
  • Whilst you own and are responsible for all the content on your website, we own and are responsible for the way and means by which it’s displayed.  We are not selling you a website and all it’s building blocks, we are providing one for you to use.
  • If you no longer wish to host your website with us you are not entitled to have a copy of the website, or for us to transfer the website as a whole over to you.  You may however, obviously, copy your own content from the website.

 

Content

  • You are responsible for supplying the content for your website, although we are happy to help and guide you on request.
  • It is your responsibility to make sure you have permission to use any content, including pictures on your website.  Using content you don’t have permission to use could result in you being charged or prosecuted by the copyright holder.

 

Payment

  • As a business we have overhead costs and unfortunately cannot afford to provide a service for free.  So put simply if you don’t pay us it is likely your website or email will cease to work.
  • You are required to pay us within 30 days of the invoice date.

THIS AGREEMENT is made between Forestedge Computer Solutions Ltd (the Company) and the person or company that has requested hosting services (the Client).

 

Agreements

In consideration of the mutual covenants set forth in this Agreement, the Company and Client hereby agree as follows:

  1. Terms.

Subject to the terms and conditions of this Agreement, the Company will provide Web Hosting services for the Client subject to the following terms:

  • Length of Service. Unless otherwise agreed, the Client agrees to a twelve (12) month contractual term of service (“Term”). The length of contract required is based on the type of service desired by the Client and shall be determined solely by the Company.
  • Service Start Date. The first payment plus setup charges, if any, shall be due in advance of any service provided. Service shall begin upon the Company’s receipt of payment for such first Term of service or upon a mutually agreed upon alternate date, which may be before, at the Company’s discression.
  • Renewal by Client. This Agreement will automatically renew for successive twelve (12) month Terms unless cancelled in writing by the Client at least 30 days prior to the end of Term renewal date. Renewal prices are subject to change. Renewal of services by the Client indicates agreement to any Contract revisions and price changes. Renewal fees for the following term will be automatically invoiced to the Client’s account.
  1. Pricing.

Details of the hosting plan the Client is on will appear on invoices with both parties having agreed original amount.

  1. Terms of Payment.

Terms of payment are 30 days of invoice date and not less than 14 days from receipt of invoice. The Company reserve the right to revoke any credit extended if payment is in arrears for more than 30 days.

  1. Proprietary Information.

Proprietary information exchanged here under shall be treated as such by the Client. This information shall include, but not be limited to, the provisions of this Agreement, product and services information and pricing. The Client further agrees to not decompose, disassemble, decode or reverse engineer any Company program, code or technology delivered to the Client or any portion thereof.

  1. Censorship.

The Company will exercise no control or take any liability whatsoever over the content of the information passing through the network, email or web site.

  1. Warranties.

The Company warrants that it will make reasonable efforts to ensure the uninterrupted ongoing service. The Company makes no warranties or representations of any kind, whether expressed or implied for the service it is providing. The Company also disclaims any warranty of merchantability or fitness for any particular purpose and will not be responsible for any damages that may be suffered by the Client, including loss of data resulting from delays, non-deliveries or service interruptions by any cause or errors or omissions of the Client. Use of any information obtained by way of the Company is at the Client’s own risk, and the Company specifically denies any responsibility for the accuracy or quality of information obtained through its services. Connection speed represents the speed of an end-to-end connection. The Company does not represent guarantees of speed or availability of end-to-end connections. The Company expressly limits its damages to the Client for any non-accessibility time or other down time to the pro-rata monthly charge during the system unavailability. Company specifically denies any responsibilities for any damages arising as a consequence of such unavailability.

  1. Trademarks and Copyrighted Material.

The Client warrants that it has the right to use any applicable trademarks or copyrighted material used in connection with this service.

  1. Transfer of Agreement.

The Client may not assign or transfer this Agreement, in whole or in part without the prior written consent of the Company. In the event that the Client contemplates whole or partial sale of it’s business, ownership change, or change in jurisdiction, the Client shall notify the Company by mail or email no less than 60 days prior to the effective date of the event.

  1. Termination.

The Company may terminate this Agreement at its sole discretion upon the occurrence of one or more of the following events: 1) failure to comply with any provisions of the Agreement upon receipt of written notice from Company of said failure, 2) appointment of Receiver or upon the filing of any application by Client seeking relief from creditors, 3) upon mutual agreement in writing of the Company and the Client.

  1. Indemnification.

The Client shall indemnify and hold the Company harmless from and against any and all claims, judgments, awards, costs, expenses, damages and liabilities (including reasonable attorney fees) of whatsoever kind and nature that may be asserted, granted or imposed against the Company directly or indirectly arising from or in connection with the Client’s marketing or support services of the product or services or the unauthorized representation of the product and services or any breach of this Agreement by Client.

  1. General.

If any provision of this Agreement is held to be unenforceable, the enforceability of the remaining provisions shall in no way be affected or impaired thereby. A failure by any party to exercise or delay in exercising a right or power conferred upon it in this Agreement shall not operate as a waiver of any such right or power.

 

 

Each party represents and warrants that, they are authorized to enter into this Agreement.

Payment of your hosting invoice will be taken as your acceptance of this agreement.

THIS AGREEMENT is made between Forestedge Computer Solutions Ltd (the Company) and the person or company that has requested hosting services (the Client).

Agreements

In consideration of the mutual covenants set forth in this Agreement, the Company and Client hereby agree as follows:

  1. Services

    The Company agrees to register/renew the domain name, as specified by the client.

  2. Ownership

    Where possible, the domain name shall be registered in the name of the Client. In all instances ownership of the domain is passed to the Client on payment of the Company’s fees, for the term of the renewal.

  3. Contact Details

    The Company reserve the right to use their contact details for domain registration to allow for administration purposes. This in no way affects ownership.

  4. Payment

    Payment for the domain is due before domain renewal or registration. The Company takes no responsibility for loss of domain name in the event of non-payment.

  5. Renewal

    Renewal is on an annual or two yearly basis, depending on the domain. The length or term is decided by the Company.

  6. Cancellation

    The Company require a minimum of 30 days’ notice to cancel a domain. Cancellation will only prevent domain renewal.  A domain cannot be cancelled mid-term.  No refund can be given on a domain registration or renewal under any circumstances.

  7. Liability

    The Company accepts no liability for any content displayed on the domain.

 

Each party represents and warrants that, they are authorized to enter into this Agreement.

A request to register a domain and/or payment of your domain registration/renewal invoice will be taken as your acceptance of this agreement.

WEB DESIGN AND DEVELOPMENT AGREEMENT

BETWEEN

(1) The Client the person or company who has engaged the Designer’s services (“the Company”).

(2) Forest Edge Computer Solutions Limited registered with number 4242962, whose registered office is at Lower Mackham Farm, Hemyock, Devon EX15 3QX (“the Designer”).


RECITALS

  • The Designer has expertise in web development, design, operation and maintenance;
  • The Company wishes to appoint the Designer to design and develop the Company’s website in accordance with the Specification ( all as respectively defined in this agreement );
  • The Designer has agreed to accept this appointment on the terms and conditions of this agreement.

 

IT IS AGREED:

  1. Definitions and Interpretation

1.1 In this agreement, unless the context otherwise requires, the following expressions shall have the following respective meanings:

“ Confidential Information” means all information of a confidential nature relating to the business of the disclosing party, including but not limited to trade secrets, drawings, know how, techniques, source code and object code, business and marketing plans and customer information but excludes information which is in the public domain or comes into the public domain other than as a result of a breach of this agreement or which was in the possession of the receiving party at the date of this agreement or which comes into the possession of the receiving party subsequently other than as a result of a breach of this agreement;

“Intellectual Property” means all intellectual property rights anywhere in the world, including but not limited to copyright, database rights, trade marks whether registered or unregistered, patents, designs together with any application for such rights;

“Plan” means the plan set out in Schedule 1, specifying the timetable for the delivery of the Services;

“Services” means the services to be provided by the Designer under this agreement as set out in Schedule 2;

“Specification” means the detailed specification for the Website set out in Schedule 3 and includes any agreed amendments; and

“Website” means the website of the Company to be designed and developed by the Designer pursuant to this agreement.

1.2 Words denoting the singular number shall include the plural and vice versa.

1.3 References to Clauses and Schedules are to clause and schedules of this agreement.

1.4 The headings to the clauses are inserted for convenience only and shall not affect the interpretation of this agreement.

  1. Appointment of the Designer

2.1 In consideration of the payment of the fees set out in the Plan, the Company appoints the Designer to design and develop the Website in accordance with the Specification and to provide the Services in accordance with the Plan.

2.2 The Designer will implement for the Company the transfer and incorporation of any existing content of the Company onto the website, only as agreed.

  1. Obligations of the Company

3.1 The Company will make available to the Designer such access to the Company’s premises and hardware and software as the Designer reasonably requires.

3.2 The Company will give such reasonable publicity and recognition to the Designer as the designer and developer of the Website as the Designer requests.

  1. Price and Payment

4.1 The Company will pay to the Designer a fee as set out in the Plan for the Services to be provided pursuant to this agreement.

  1. Content

5.1 The Company shall have the final decision on approval of all materials and content to be incorporated onto the Website.

5.2 The Company shall ensure that they have the necessary permissions to use all content on the website.

  1. Intellectual Property Rights

6.1 Ownership of all Intellectual Property in the Content on the Website is and shall be vested in the Company.

6.2 Ownership of Intellectual Property Rights of the Designer used in the creation of the Website shall remain with the Designer and the Designer hereby grants on the completion of the Services and the payment of all sums due to the Designer from the Company permission to use such Intellectual Property Rights in connection with the Website until Services with the Designer are terminated.

  1. Designer’s Personnel

7.1 The Designer shall ensure that it has sufficient suitably-qualified personnel to fulfil its obligations under this agreement.

  1. Delivery, Testing and Acceptance

8.1 The Designer will deliver the Services to the Company in accordance with the Specification and the Plan.

8.2 The Designer will conduct testing of the Website prior to the Website going live in accordance with the Specification and to the reasonable satisfaction of the Company.

8.3 If the Website as tested does not comply with the Specification, the Company may by written notice to the Designer order the Designer to comply with this agreement and specifying a new date by which further tests must be completed, such date to be not less than 14 days later than the date provided for in the Plan.

8.4 If the Website thereafter still does not comply with the Specification, the Company may reject the Website and such rejection shall be deemed to constitute a termination of this agreement by the Designer.

  1. Change Control

9.1 If either the Company or the Designer wishes to make any change to the Specification or the Services or the Plan, it shall submit to the other a written request, setting out in detail the change requested and amendments to the payments in the Plan. The other party shall respond within 5 working days of the receipt of the request indicating whether the change is accepted or not. If the change is rejected, the Specification, Services and Plan as the case may be shall remain unchanged. If the change is accepted, such shall be deemed to be amended accordingly.

  1. Warranties and Indemnities

10.1 The Designer warrants that the Services will be delivered in accordance with the Specification and the Plan and generally-accepted industry standards.

10.2 The Company warrants that it is the owner of the Domain Name(s) to be used for the Website.

10.3 Each party agrees to indemnify the other fully on demand against all claims, costs, damages and proceedings arising out of or as a consequence of the first party’s unlawful or negligent act or omission and both parties shall maintain adequate insurance in that regard.

  1. Confidentiality

11.1 Each party agrees to keep the Confidential Information of the other absolutely secret and confidential.

  1. Term and Termination

12.1 Subject to Clause 12.2, this agreement shall continue for a minimum of 12 months from the engagement of services contemplated by the Plan.

12.2 Either party may terminate this agreement by written notice to terminate if the other either: commits a material breach of this agreement which is unremedied one month after a written notice of such breach; or if the other has a receiver, administrator or administrative receiver  appointed over any of its assets has a petition presented for it to be wound up or is otherwise unable to pay its debts as they become due.

  1. Notices

Any notice which either party is required to give under this agreement shall be in writing and shall be signed served for and on behalf of the party giving it. Any such notice shall be served by leaving it at or sending it by facsimile, e-mail or prepaid recorded delivery post to the address of the relevant party as notified from time-to-time by such party.

  1. No Partnership or Agency

Nothing in this agreement shall be deemed to constitute a partnership or agency between the parties.

  1. Assignment

Neither party may assign its rights under this agreement without the prior written consent of the other, not to be unreasonably withheld or delayed.

  1. Further Assurance

Both parties shall do, execute and perform all such further deeds, documents, acts and things as the other may reasonably require in order to carry the provisions of this agreement into full force and effect.

  1. Force Majeure

18.1 Neither party shall be liable for any delay in the performance of its obligations under this agreement from any instance of force majeure that is any cause beyond its reasonable control.

  1. Non-solicitation

19.1 Neither party shall during the term of this agreement and for a period of 12 months thereafter whether directly or indirectly employ or seek to employ approach for such purpose any employee of the other.

  1. General

This agreement constitutes the entire agreement between the parties relating to the subject matter and supersedes and cancels any previous agreement or arrangement between the Parties.

  1. Law and Jurisdiction

This agreement shall be governed by and construed according to English law and the Parties submit to the non-exclusive jurisdiction of the English Courts.

SCHEDULE 1

Standard Services – Website Development

Design and Page Build, loading of initial content
Maximum of 8 Email Mailboxes
Hosting and Support Package*
Search Engine Optimisation as requested by the Company
Testing
Remote training

* 12 month hosting and support subscription payable annually