1.1. In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
“Business Day” means any day (other than Saturday, Sunday or public holiday in England) when the banks in London are open for their full range of normal business;
“Client” means the company, firm or body engaging the Developer to perform the Services;
“Contract” means these Terms and Conditions as may be amended from time to time concerning the performance of the Services, together with any Quotation(s);
“Developer” means WDL Digital Ltd trading as WDL, a company registered in England and Wales under company registration number 12944648 and whose registered office is at 44 Crantock Toad, London, SE6 2QP and who carries on the business of providing the Services;
“Fee(s)” means the total fees payable to the Developer for the Services and as set out in the Quotation(s) together with any fees arising as a result of a change to the Services;
“Final Instalment” means payment of the remaining 50% of the total Fees payable by the Client to the Developer on completion of the required website design and development Services;
“First Instalment” means the non-refundable deposit payable to the Developer by the Client on commencement of the Contract in respect of the provision of the website design and development Services and which equates to 50% of the total Fees as set out in the Quotation in respect of the website design and development Services;
“Quotation” means the quotation, or quotations, presented to the Client by the Developer setting out the Services required;
“Terms and Conditions” means these terms and conditions as may be amended from time to time in accordance with clause 15.6;
“UK Data Protection Legislation” means the Data Protection Act 2018 and the UK General Data Protection Regulation (as defined in section 3(10) (as supplemented by section 205(4)) of that Act) as amended from time to time; and
“Website” means the Client’s website to be developed by the Developer in accordance with the Services pursuant to the Contract.
2. Acceptance of the Services
2.1. These Terms and Conditions are to be read in conjunction with, and form part of, the Quotation and set forth the provisions under which the Developer will provide the Services to the Client.
2.2. Quotations are valid for a period of 30 days from the date of issue and constitute an offer by the Developer to provide the Services in accordance with these Terms and Conditions.
2.3. The Client acknowledges that by accepting the Quotation the Developer will issue an invoice to the Client in respect of payment of the First Instalment and such Fees and these Terms and Conditions are deemed accepted.
2.4. No contract for the supply of Services exists between the Client and the Developer until the Developer sends an invoice to the Client for payment of the First Instalment. The Client will be required to make payment of the First Instalment prior to the commencement of the Services and the Client acknowledges that the First Instalment is in all circumstances entirely non-refundable.
2.5. Any other Services that have not been included in any Quotation or invoice submitted by the Developer do not form part of the Contract. The Client acknowledges that it is the Client’s responsibility to ensure that the details of the Quotation and any invoices are accurate and the Client should print and keep a copy for its own records. The Developer may withdraw from the Contract at any time prior to the Client’s payment of the First Instalment upon providing written notice to the Client of its intention to withdraw.
2.6. These Terms and Conditions apply to the Contract to the exclusion of any other terms and conditions that the Client may seek to impose or incorporate, or which may be implied by trade, custom, practice or course of dealings.
3. Scope of the Services
3.1. The Developer shall provide the Services in accordance with the type of package requested by the Client and as set out in the Quotation.
3.2. At any time during the term of the Contract, the Client may request additional Services that do not form part of the original Quotation and the Developer will, on receipt of the desired specification from the Client, provide the Client with an additional Quotation for the additional Services.
3.3. The Developer agrees to use commercially reasonable efforts to complete any Services in a timely manner according to the Quotation provided. Any performance dates specified between the parties from time to time and as set out in the Contract shall be estimates only and time shall not be of the essence for performance of the same.
3.4. The Developer shall be responsible for the quality of the Services and shall ensure that all work is performed with reasonable care. In the instance that a functional specification and a set of testing criteria are included within the Quotation, the Developer is responsible for fulfilling the testing criteria as the sole criteria for completion of the Contract.
3.5. The Client agrees that the standard development platform is an agreeable platform for the development of the Website and all acceptance testing will occur only on the standard development platform. The Client further agrees that any requests relating to hardware or software outside the standard development platform will be deemed additional Services to those already accepted.
3.6. The Client agrees to provide any information needed and any content required by the Developer within 7 days to enable the Developer to complete design or website work as part of an agreed project in accordance with the Services. In the event that the required information is not provided within the time period specified in this clause 3.6, the Developer will complete the website with basic templates requiring the Client to add the content itself. The Services will then be treated as completed and all Fees will be due and payable by the Client to the Developer.
3.7. It is the Client’s sole responsibility for adding site content to its Website and the Developer is not responsible for adding content to the Website (web pages, products etc). The Developer provides the working Website, and where requested, a content management system (CMS) which is designed for the Client to make full use of and add material directly. Should an agreement be made between the Developer and the Client for the inclusion of content then the provisions of clauses 3.7.1 to 3.7.4 below will apply:
3.7.1. the Client must provide any information needed and content required in accordance with the provisions of clause 3.6 above;
3.7.2. once content has been added by the Developer then no further alterations will be made by the Developer to the Website and any additional changes will be chargeable;
3.7.3. notwithstanding clause 3.4 above, the Developer is not responsible for proofreading the content or checking the Website for incorrect information and this is the sole responsibility of the Client; and
3.7.4. in no circumstances can content be taken from other websites and it will not be the Developer’s responsibility to check that the content has not been taken from other sources.
4. Permission and Copyright
4.1. All copyright subsisting in the completed web designs, images, pages, code and source files comprising the Website and that have been created by the Developer for a project in accordance with the Services required shall only be assigned to the Client upon payment of the Final Instalment by the Client to the Developer. Until payment of the Final Instalment and any outstanding Fees have been paid in full, ownership of all materials produced comprising the Website throughout the project and the provision of the Services shall remain vested with the Developer.
4.2. Upon such assignment in accordance with clause 4.1, the Developer shall be deemed to have waived all moral rights in respect of the creation of such materials produced for the Client in connection with the Website, such work arising out of Chapter IV of the Copyright Designs and Patents Act 1988.
4.3. The Client hereby agrees that all media and content made available to the Developer for use in the project and the provision of the Services are either owned by the Client or used with full permission of the original authors. The Client agrees to indemnify the Developer from any claim and all costs that may arise as a result of using the supplied media and content.
4.4. The Client agrees that the Developer may include development credits and links within any code the Developer designs, builds or amends for the Website. If the Developer designs a Website for the Client, then the Client agrees that the Developer may include a development credit and link displayed on the Client’s Website. If the Developer builds or amends a Website for a Client, then the Client agrees that the Developer may include a development credit and link displayed on the Client’s webpages on its Website, which may be within the code and displayed on a web browser.
4.5. The Client agrees that the Developer reserves the right to include any work done for the Client in a portfolio of work.
4.6. The Client agrees to abide by the terms of any third party software or media included within any Services provided to the Client. The Client acknowledges that the Developer’s utilisation of any third party services is subject to the terms and conditions of that relevant third party provider and the Developer will inform the Client prior to the completion of, or use of, such services. It is the Client’s responsibility to ensure it has had sight of any third parties’ terms and conditions and the Client hereby agrees to be bound by such terms.
5.1. The Developer reserves the right to refuse to handle any information, materials or content provided by Client that it considers to be:
5.1.1. unlawful or that the Developer deems inappropriate;
5.1.2. contains a virus or hostile program;
5.1.3. constitutes harassment, racism, violence, obscenity, harmful intent or spamming; and
5.1.4. constitutes a criminal offence, or infringes privacy or copyright.
6. Domain names and Hosting
6.1. The Developer can, at its discretion, but it is not obliged to, offer domain name registration and hosting via a third-party service.
6.2. The Client agrees that registration of a domain name does not provide an endorsement of the right to use the name. The Client is responsible for ensuring that it has due title to the domain name. The Developer has no liability to the Client in respect of the domain name registration and the Client hereby agrees to indemnify and hold harmless the Developer from any claim and any costs that may arise as a result of the Client’s registration of a domain name.
6.3. The domain name is registered in the Developer’s name on behalf of the Client, with the address and contact details of the Developer. The Client should be aware that a domain name is registered with a third party and as such the Client shall agree to fully abide by the terms and conditions set out by the third party for such services.
6.4. The Client agrees to take all legal responsibility for use of third-party domain name and hosting services and supply truthful details in respect of the third party services.
6.5. The Client agrees that information submitted for the registration of domain names will be made available to the general public via the Nominet Whois system. However, if the Client is using its Website for non-trading purposes may ask the third party registrar for its contact information not to be included in the Nominet Whois system.
6.6. The Client is liable to pay the Developer for any domain name registrations and the initial set-up of the hosting as well as ongoing costs for both if included as part of the Website build and Services.
6.7. Any support relating to the domain name, hosting and email services are between the Client and the third-party service.
6.8. Any other domain name and hosting services or costs not included by the Developer, including but not limited to further domain name registration fees, domain name transfer charges, yearly domain name renewals, hosting charges, yearly hosting renewals, hosting upgrades, extra disk space, bandwidth and any other related or hidden charges, are to be paid by the Client to the Developer, who will then pay for the third party services.
6.9. The Client agrees to pay the domain name and hosting fees as soon as required by the third party. Any modifications needed to the domain name or hosting services are to be immediately made available by the Client to the Developer on behalf of the third party or where appropriate directly to the third-party service provider where purchased.
6.10. The Client agrees that if at any time its contact details, including email address, change, it is the Client’s responsibility to contact the Developer and update its contact details. Failure to do so may mean that renewal invoices for the domain name and hosting services are not received by the Client and thus result in the loss of all of website related property, of which the Developer is not culpable for.
6.11. Payment for a domain name and hosting services is to be made immediately upon receipt of an invoice from the Developer or third party service provider. Failure to comply with the payment terms may result in the Client’s domain name becoming available to another party and if required, the website and email services becoming unavailable including a loss of all website property.
6.12. The Client agrees to pass on FTP details and any other access details relating to its domain name and hosting account that the Developer requires uploading if required as part of a project.
6.13. The Developer reserves the right without notice to cancel, reject or refuse work with domain names or hosting services without reason for such rejection or refusal.
6.14. The Client agrees to be liable for its use of the domain name, hosting and email services with any third party and hereby agrees to indemnify and hold harmless the Developer from any claim resulting from the Client’s publication of material and use of the domain name, hosting and email services.
6.15. The Client agrees to take full responsibility for all usage of the domain name, hosting and email services and to fully abide by the terms and conditions set out by the third party for such services.
7.1. The Client agrees that the webpages developed, designed or built from any graphic design may not exactly match the original design due to the differences between the display in the design software and the rendering of HTML code by Internet browser software. The Developer will use its reasonable endeavors to try to match the design as closely as is possible to the original design when building the code, however the Developer cannot guarantee the accuracy of the final design. The Developer reserves the right to use WordPress theme templates, plugins, other templates or plugins. Where templates or plugins are used, certain amendments may not be possible. Where changes are possible, further charges may be payable by the Client.
7.2. During a website project and the provision of the Services, it is the Client’s responsibility to promptly communicate information requested by the Developer in order to complete the project.
7.3. Upon completion of the agreed design of the Website, the Client will have 20 Business Days to review and approve the final Website and the Client agrees that the Services and Website will be deemed completed and satisfactory in all respects if it has not raised a dispute with the Developer within the time periods specified in this clause 7.3.
7.4. The Final Payment is due on completion of the Website and the Developer’s decision as to when the Website is deemed complete and the project achieved will be final and binding on the Client. The Developer reserves the right to refuse to assign all intellectual property rights subsisting in the Website and any web designs, images, pages, code and source files until the Final Payment has been made in full in accordance with clause 4.1.
7.5. Any alterations that the Client requires to be made to the final Website are to be requested in writing by the Client to the Developer. The Client is only permitted to request up to a maximum of two further alterations to the Website based on the original design agreed and confirmed in the Quotation, such requests must be made within the time period specified in clause 7.3 in order to avoid additional charges being payable.
7.6. In the instance that the Client requires further alterations to be made to the Website on expiry of the time period specified in clause 7.3, or further alterations are required in addition to those permitted by clause 7.5, the Developer will provide the Client with a new Quotation for the additional works required. The Developer’s fees for any subsequent alterations, and as set out in the new Quotation, will be charged on an hourly rate basis and the Developer reserves the right to request an upfront payment in respect of the same.
7.7. Subject to clause 7.4, if the Client requests design or content alterations to webpages that have already been completed, new pages or different functionality other than that specified in the original Quotation, the Developer reserves the right to quote separately for these alterations.
7.8. If optimised pages are included as part of the project, the Developer will optimise the Client’s web pages that already make up part of the project. Optimised pages are not part of new pages. The optimisation of the web pages can include the meta tags, keywords, description, title, alt tags and text provided by the Client.
7.9. The Developer will use its reasonable endeavours to create pages that are accessible to search engines. However, the Developer gives no guarantee that the Website will become listed with search engines.
7.10. If an error or issue with the design or code arises during the development phase of the project, which does not allow the design or code to match the original specification, then the Client agrees that the Developer can, at its discretion, apply the most suitable alternative solution. Once a Website is live (or the Website is ready to go live and merely requires the Client to add content) then the project and the Services are deemed to be complete. Subject to clause 7.4, once the project and the Services are complete, any further changes will incur additional charges and the Developer will provide the Client with a revised invoice.
7.11. The Developer at all times applies reasonable skill and care in the provision of the Services.
7.12. On request, following receipt of the Final Payment and any outstanding Fees due and payable to the Developer, the Developer will create a copy of the Website files and databases to be emailed to the Client. The Client acknowledges that an administration fee may be payable for the same, unless quoted otherwise.
7.13. Once the project is completed, the Developer will upload the Website to the Client’s live web address as specified by the Client as part of the provision of the Services.
7.14. After completion of the Website, should the Client or a third party of their choosing wish to edit the website code themselves to make updates, the Developer must be notified. However, the Client agrees that in so doing it assumes full responsibility for any issues which occur as a result of changing the code themselves. If the Client or a third party of its choosing edits the website code and this results in functionality errors or the page displaying incorrectly, then additional fees will be payable to the Developer should the Client require it to repair the Website.
7.15. It may also be that any third party will need to pay for any subscriptions or licences for any software on the Website.
7.16. The Developer reserves the right to assign subcontractors in whole or as part of a project if needed.
7.17. The Developer will keep a copy of the Website and design source files when a Website project is being worked on. However, the Client agrees that it is its responsibility to have regular backups made by themselves, or the third party hosting services, in case of a software or hardware failure or any other error or issues at the third party hosting servers or other causes. This includes but is not limited to damages or errors caused due to hacking, brute force attacks, error in code.
7.18. All communications between the Developer and the Client shall be by telephone, email or any other electronic communication, except where agreed at the Developer’s discretion.
8. Accessibility & Web Standards
8.1. The Developer tests sites and templates to ensure they comply with WAI accessibility standards to Level A conformance at time of sale. Should the Client request that the Developer alters the Website or templates to meet specific WAI accessibility guidelines, or if updated WAI accessibility guidelines were introduced after the Website or templates were sold to the Client, the Developer reserves the right to quote separately for any additional work needed. If the Client uses WordPress (and WooCommerce) Themes or Modules, or other CMS systems that are not built by the Developer, the overall page may not meet WAI accessibility standards to Level A conformance.
8.2. The Developer tests sites and templates to ensure they comply with W3C CSS standards as they are at the time of sale. Should updated W3C CSS guidelines be introduced after the Website or templates were sold to the Client, the Developer reserves the right to quote separately for any additional work needed. If the Client uses WordPress (and WooCommerce) Themes or Modules, or other CMS systems that are not built by the Developer, the overall page may not meet W3C CSS standards.
8.3. The Developer shall make every effort to ensure sites are designed to be viewed by the majority of visitors. Sites are designed to work with the standard development platform, which includes recent versions of the main browsers, Internet Explorer and Mozilla Firefox. The Client agrees that the Developer cannot guarantee correct functionality with all browser software across different operating systems.
8.4. The Client agrees that, following the handover of files, any updated software versions of the browsers detailed in the standard development platform, including the browsers Internet Explorer and Mozilla Firefox, domain name set-up changes or hosting set-up changes thereafter may affect the functionality and display of the Website. As such, the Developer reserves the right to quote for any work involved in changing the website design or website code for it to work with updated browser software, domain name or hosting changes.
8.5. The Client agrees that more advanced applications on a website page may require a newer browser version or plug-in.
9. Payment Terms
9.1. The Client must pay the Initial Payment on acceptance of the Quotation. The Client acknowledges that the Initial Payment is entirely non-refundable and that the Developer will not begin the work required in accordance with the project and Services until such payment is received.
9.2. All prices specified in any correspondence between the Developer and the Client are subject to change without notice.
9.3. All quoted Fees and any additional charges may not be exempt of VAT and the Client acknowledges that VAT may be payable.
9.4. Payments for website design and development Services are made on a staged basis. The Initial Payment must be paid on acceptance of a Quotation and the Final Payment on completion of the Website, unless specified otherwise. All invoices submitted must be paid in full within 7 days of the invoice date, except where agreed at the Developer’s own discretion. All payments are made on a staged basis and no further work will commence until each staged-payment has been made unless otherwise stated.
9.5. In respect of Services provided by the Developer to the Client on a rolling basis as set out in the Quotation (such as website management, website backup, firewall security and social media services), these shall be subject to a minimum initial term of 12 months unless terminated by the Developer in accordance with the Contract. The Contract for such Services shall continue automatically after the end of this minimum initial term for an extended term of 12 months (and shall continue to do so on a 12 monthly basis) unless either the Developer or the Client provides written notice to terminate it at least 60 days before the expiry of the then current minimum initial term or extended term (as the case may be). The Fees for such Services for the minimum initial term shall be set out in the Quotation. For any extended term the Developer shall be entitled to increase the Fees in line with the percentage increase in the Retail Prices Index in the preceding 12-month period or, if greater, 3%. The Fees due over the minimum initial term and any extended term shall be invoiced pro-rata monthly in arrears and must be paid in full within 7 days of the invoice date. Early termination by the Client in breach of the Contract or by the Developer in accordance with the Contract shall result in the Client being invoiced for, and obliged to pay within 7 days of invoice date, the Fees the Developer would have been entitled to charge for the unexpired duration of the then current minimum initial term or extended term (as the case may be).
9.6. The Client shall pay all amounts due under the Contract in full and without any set off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Developer may, if required, without limiting its other rights or remedies, set off any amounts owing to it by the Client against any amount payable by the Developer to the Client.
9.7. The Developer reserves the right to decline further work on a project or to provide any additional Services if there are invoices outstanding with the Client and the Developer may, at its discretion, remove any work it has produced for the Client’s Website from the Internet if payments are not received for a continuous period of time and the Developer has not been paid in full in respect of any outstanding Fees.
9.8. The Developer shall be entitled to receive interest at a rate of 8% above the base rate of the Bank of England from time to time on all Fees and any additional costs that may be outstanding and overdue for payment. Such interest shall be payable by the Client on demand from the due date for payment up until the date of settlement and will accrue on a daily basis. The Developer shall be entitled to recover all costs including, without prejudice to the generality of this provision, all legal costs and expenses incurred in recovering the Fees and any additional costs on a full indemnity basis from the Client.
10. Liability and Warranty Disclaimer
10.1. The Developer provides the Website and the contents thereof on an ‘as is’ basis and makes no warranties with regard to the Website and its contents, or fitness of services offered for a particular purpose. The Developer cannot guarantee the functionality or operations of the Website or that it will be uninterrupted or error-free, nor does it warrant that the contents are current, accurate or complete.
10.2. The Client agrees that the Developer is not liable for any bugs, performance issues, virus, trojan, or malware attacks or failure of their WordPress (and WooCommerce) software as WordPress (and WooCommerce) is open-source software distributed under the GPL (‘GNU General Public License’) and is maintained and developed by a community of thousands of users and developers. Any bugs, performance issues or failure with the software will be directed to the WordPress (and WooCommerce) Development community via WordPress (and WooCommerce).org. It will be necessary to regularly update WordPress, WooCommerce, and any plugins (and any other software used in the website). Unless a support contract is opted for by the Client then updates are NOT the responsibility of the Developer. Therefore the Developer cannot be held responsible for any faults, bugs, viruses, trojans, malware etc., or problems occurring on the Website or with the hosting.
10.3. If the Client chooses not to host the Website on the Developer’s hosting solution then the Developer reserves the right to not upload the Website or set-it-up on the Client’s hosting solution, this will be the sole responsibility of the Client. The Client will be solely responsible for ensuring the Website is functional and secure on its hosting solution. The Developer will in no way be held responsible for the Website or any resulting issues. Should the Client allow access to its hosting for the purpose of uploading the Website, fixing bugs on the Website, or any other request of the Developer made by the Client in writing (email) then the Developer will in no way be held responsible for any faults or issues occurring on the Website or the Client’s hosting. Responsibility for any problems on its hosting solution will lie solely with the Client and not the Developer.
10.4. The Developer is in no way responsible for the data on the Client’s website. It is the client’s responsibility to backup all data.
10.5. Should the Developer be replacing an existing website created by anyone else other than the Developer (either on the Client’s or Developer’s hosting) then the Client is responsible to make suitable backups before the new Website can be uploaded. Once the new Website is live the Developer can in no way be held responsible for the previous website.
10.6. The Developer endeavours to provide a Website within given delivery timescales to the best of its ability. However, the Client agrees that the Developer is not liable for any claims, losses, costs incurred or compensation due to any failure to carry out Services within a given delivery timescale.
10.7. The Client agrees that the Developer is not liable for any failure to carry out Services for reasons beyond its control, including but not limited to acts of God, telecommunication problems, software failure, hardware failure, third party interference, Government, emergency on a major scale or any social disturbance of extreme nature such as industrial strike, riot, terrorism and war or any act or omission of any third party services.
10.8. The Developer is not liable for any consequences or financial losses such as, but not limited to, loss of business, profit, revenue, contract, data or potential savings, relating to the Services provided.
10.9. On handover of files from the Developer to the Client, the Client shall assume entire responsibility in ensuring that all files are functioning correctly before use.
10.10. Whilst every effort is made to make sure files are error free, the Developer cannot guarantee that the display or functionality of the web design or the Website will be uninterrupted or error-free. After completion of the project, the Developer reserves the right to quote separately for any work involved in correcting an error.
10.11. If, after handover of files, errors are found in code the Developer has created and the standard development platform, or the domain name set-up or hosting set-up has been changed, the Developer may choose to correct errors and reserves the right to quote separately for any additional work needed.
10.12. Should the Client go into compulsory or involuntary liquidation or cannot pay its debts in the normal course of business, the Developer reserves the right to cancel forthwith any projects and invoice the Client for any work completed as well as, where applicable, under clause 9.5.
10.13. The Developer shall have no liability to the Client or any third parties for any damages, including but not limited to claims, losses, lost profits, lost savings, or other incidental, consequential, or special damages arising out of the operation of or inability to operate these web pages or Website, even if the Developer has been advised of the possibility of such damages.
10.14. There are sometimes laws and taxes that affect Internet e-commerce. The Client agrees that it is its responsibility to comply with such laws and will hold harmless, protect, and defend the Developer and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Client’s exercise of Internet e-commerce.
10.15. The Developer may from time to time recommend to the Client that updates are needed to the Website, including but not limited to new legislation compliance, software compatibility and web standards. The Developer reserves the right to quote for any updates as separate work. The Client agrees that the Developer is not liable for any failure to inform or implement these updates to the Website. The Client agrees that it shall defend, indemnify, save and hold the Developer harmless from any and all demands, liabilities, costs, losses and claims arising from omission to inform or implement these updates.
10.16. Notwithstanding anything to the contrary in these Terms and Conditions, the Developer’s liability for fraud (including fraudulent misrepresentation), death or personal injury resulting from its negligence is in no way limited or excluded.
10.17. Subject to clause 10.16, the total liability of the Developer under the Contract, whether in contract, tort (including negligence), or breach of statutory duty, or howsoever arising, shall be limited to a sum equal to the total sum paid to it by the Client for the provision of the Services under the Contract.
11.1. The Client agrees to use all Developer services and facilities at its own risk and agrees to indemnify and hold the Developer harmless from any and all demands, liabilities, costs, losses and claims, including but not limited to any legal fees against the Developer or its associates that may arise directly or indirectly from any Services provided or agreed to be provided or Services sold by the Client or its third parties.
11.2. The Client agrees that this in extends to all aspects of the Services and work undertaken in respect of a project, including but not limited to any Website content and choice of domain name.
11.3. The Client also agrees to indemnify and hold harmless the Developer against any damage or liabilities arising out of any injury to any property caused by any services or goods sold by the Client or any service provided or agreed to be provided or by third parties, including but not limited to infringement of proprietary rights, misinformation, infringement of copyright, delivery of defective services or products that are harmful to any company, person, business, or organisation.
12.1. The Developer, and any third party associates, agree that unless directed by the Client, it will not at any time during or after the term of the Contract disclose any confidential information concerning the Client. The Client agrees that it will not convey any confidential information about the Developer to another party unless directed by the Developer.
13.1. The Developer and any third party associates shall use information provided by the Client in relation to the Contract in accordance with the UK Data Protection Legislation. This information will also be used to identify the Client in communications with them and to contact the Client from time to time to offer those Services that may be of interest to or of benefit to the Client.
14. Data Protection
14.1. When undertaking the Services, the Developer will ensure that it has appropriate security measures in place to protect against the loss, misuse, destruction and alteration of any data both provided by the Client and on the Client’s Website.
14.2. The Client acknowledges and accepts that whenever data is released online that data can be collected and utilised by third parties and that while the Developer will take reasonable precautions to ensure that such data is protected, it cannot guarantee the security of any information released during the Services and, if such circumstances arise, the Developer will not be liable for any loss, misuse or destruction of any data provided by the Client.
14.3. Where the Developer acts as a data controller (as defined in the UK Data Protection Legislation) pursuant to the Contract and when collecting any personal data, it will ensure it has obtained any necessary consents and has completed with the UK Data Protection Legislation.
14.4. Where the Developer acts as a data processor (as defined in the UK Data Protection Legislation) pursuant to the Contract, it shall do so on the understanding the Client is the data controller (as defined in the UK Data Protection Legislation) or any successor legislation to it), and has obtained any necessary consents in respect of any personal data that may be collected during the Services.
14.5. The Client has appropriate data protection policies in place that comply with UK Data Protection Legislation and agrees to indemnify the Developer against any losses incurred as a result of a breach of such legislation.
15.1. The Developer reserves the right to terminate the provision of its Services in respect of a project with a Client at any time without providing prior written notice to the Client in the instance that it finds the Client to be in breach of these Terms and Conditions. The Developer shall be the sole arbitrator in deciding what constitutes a breach in accordance with these Terms and Conditions. No refunds will be given to the Client in such a situation and, where applicable, the Developer will be entitled to charge under clause 9.5.
15.2. Where one or more terms of the Contract are held to be void or unenforceable for whatever reason, any other terms of the Contract not so held to be void will remain valid and enforceable by law.
15.3. Any and all matters pursuant to the Contract are governed by English Law and are under the exclusive jurisdiction of the English Courts.
15.4. The Contract shall be governed and construed in accordance with the laws of England and Wales which shall claim venue and jurisdiction for any legal motion or claim arising from the Contract.
15.5. By accepting a Quotation or making a payment of invoice in respect of the provision of the Services supplied, the Client acknowledges having read, understands, and accepts the Terms and Conditions of the Contract and agrees to be legally bound by these Terms and Conditions.
15.6. The Developer reserves the right to alter these Terms and Conditions at any time without prior notice.
16. Zero-Tolerance for bad behaviour policy
16.1. The Developer operates a zero-tolerance policy towards bad behaviour.
16.2. The safety of the Developer’s employees, clients, and visitors is an important concern to its organisation. Threats, threatening behaviour or acts of violence against employees, clients, visitors or others while on the Client’s or suppliers’/Developer’s property or third-party location, conducting business or receiving services from the supplier/Developer will not be tolerated. The Developer and any supplier where applicable reserve the right to immediately end any Contract should any violations of this policy occur, and if appropriate all threatening behaviour will be reported to the authorities.
16.3. Any person who engages in violent or threatening behaviour in person, on the phone, on the internet, via social media, or who uses any electronic means to make a threat against a staff member or volunteer shall be in breach of the zero-tolerance policy and any third party supplier and the Developer will reserve the right to terminate any Contract and if appropriate all threatening behaviour will be reported to the authorities.
16.4. Should a Contract be terminated due to a breach of the zero-tolerance policy by the Client then any outstanding invoices owed to any supplier and the Developer must be paid in full and, where applicable, the Developer will be entitled to charge under clause 9.5..