1.1. “Client” means the recipient of the services under and named in the Contract.
1.2. “Charge(s)” means the Supplier’s standard charges set out in Schedule 3.
1.3. “Contract” means the contract between the supplier and the client incorporating these terms and conditions dated in the contract.
1.4. “Document(s)” means any documents, papers, plans, drawings, photographs, tables, charts, tapes, cassettes, disks, formulae or other devices capable of storing data.
1.5. “Material(s)” means any Documents supplied by one party to another relating to the Service.
1.6. “Service(s)” means the service(s) to be provided to the Client by the Supplier referred to in the Contract and as further detailed in Schedule 2.
1.7. “Supplier” means the supplier of the Service (Dynco Ltd, Dragon Enterprise Centre, Cullen Mill, Braintree Road, Witham Essex CM8 2DD).
1.8. “Terms” means these general terms and conditions.
Note: in these definitions and throughout, the terms the singular includes the plural and vice versa.
2.1. The Service is provided in accordance with the details set out in the Contract and subject to these Terms.
2.2. The Client shall promptly provide the Supplier with Materials necessary for the Supplier to properly perform the Service.
2.3. The Supplier may alter the Contract and these Terms at any time if necessary to comply with any relevant safety or other statutory requirements, or which do not materially affect the nature or quality of the Service.
2.4. The Supplier and the Client must work together to complete the Service in a timely manner. We agree to work expeditiously to complete the Service.
2.5. The Client is responsible for supplying the Supplier with complete text and the necessary items and graphics that are not developed by the Supplier for the Service in a timely matter.
2.6. The Client has 28 days within the date of the Contract to supply all information necessary to complete the Service. If after 42 days the Supplier has still not received the information necessary to complete the Service, then the Client is in breach of contract and shall lose 100% of the full deposited amount.
2.7. The Client may only use the Supplier’s services for lawful purpose. Transmission of any material in violation of any Lawful State or Local regulation is prohibited. This includes, but is not limited to copyrighted material, material legally judged to be threatening or obscene, pornographic, profane, or material protected by trade secrets. This also includes links or any connection to such materials.
2.8. The Supplier accepts no liability for any loss of service, unavailability of files, damage to data, misuse of equipment by 3rd parties, failure of any externally managed equipment or communications devices or other services deemed to be beyond the Supplier’s control.
2.9. The Supplier will provide the Client with an expected completion date for the Service (including live on the internet for websites) if requested. The supplier will endeavour to meet any given deadline, but do not guarantee and are not bound in any way to complete the Service by this date. The expected completion date provided by any employee of The Supplier is purely an estimate.
2.10. The Supplier cannot be held responsible for anything adversely affecting the Client’s business operation, sales, or profitability that might be claimed is a result of a service offered by the Supplier.
2.11. Where asked to provide search engine optimisation (SEO) for a Client, the Supplier does not guarantee any specific placement or high ranking on search engines.
3. Payment & pricing conditions
3.1. Subject to any special terms agreed in the Contract, the Client shall pay the Charges.
3.2. The Charges may be varied by the Supplier from time to time on reasonable notice to the Client.
3.3. All charges quoted may be exclusive of VAT, for which the Client is additionally liable, this will be confirmed in the detail of charges in the contract.
3.4. The Supplier will invoice the Client monthly following the end of each calendar month in which the Service is provided if required.
3.5. The Supplier shall be paid by the Client without any set off deduction or counter-claim within 10 working days of the date on the Supplier’s invoice.
3.6. On signing of the Contract, the Client agrees to a second and third year maintenance contract Service at an agreed price supplied by the Supplier (See section 10), payments for this service will be due on the anniversary of the handover date on the second and third year and any consecutive years thereafter.
3.7. Any changes to services and its content that does not involve functional design will be carried out free of charge for the first 30 days from the date of sign-off/handover.
3.8. Any changes to services and its content after the 30 day period will be charged at £50 per hour respectively.
3.9. Any changes relevant to the design and functionality of a service that differ from the initial consultation plan will be subject to additional charges, this will be set after an additional consultation with the client. A new contract of business may be required to sign at this point.
3.10. On agreement of a Service from the Supplier, the Client agrees to pay a 25% deposit of the total agreed cost for the project. Deposits will be paid within 10 working days of contract sign date.
3.11. The Service commence date will be the date that the Supplier receives the deposit payment from the Client.
3.12. On agreement of a Service from the Supplier, the Client agrees to pay the remaining balance in full within 10 working days of completion.
3.13. If the Client fails to pay within 30 days from the date of invoice the Supplier has the right to charge ‘statutory interest’ of 8%. A new invoice will then be issued to the Client from the Supplier for this charge.
3.14. Failure to pay an invoice within 60 days will force the Supplier to take further action such as deactivation of any relevant services and legal advice being sought.
4. Copyright, ownership & trademarks
4.1. The Supplier retains ownership all work until the total project cost has been paid in full.
4.2. The Supplier retains the intellectual property rights to all hypertext markup language (HTML), computer programming, and graphical design performed within the Clients web site. Upon site transfer and payment in full, the Supplier will allow the Client to use and replicate the HTML coding for its own lawful purposes.
4.3. Any licensed software not developed by the Supplier (such as CGI, Pearl, PHP scripts) may be owned by another software company that has granted the Supplier the right to initiate it into the client’s website, and does not grant the client ownership of the script.
4.4. The Supplier and its subcontractors retain the right to display graphics and other Web design elements as examples of their work in their respective portfolios.
4.5. The Client retains ownership of the domain name(s) bought through the Supplier after the invoice is paid in full.
4.6. The Supplier reserves the right to withhold property such as domain names and copyright ownership if the Client is in debt to the company.
4.7. The Client represents to the Supplier and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to the Supplier for inclusion in the project are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend the Supplier and its subcontractors from any claim or suit arising from the use of such elements furnished by the Client.
4.8. The Supplier retains the right to have a direct link to the Supplier’s web site on all pages of websites produced by the Supplier and its subcontractors and retains the right to refuse removal of these links at any time.
4.9. All work supplied by the Supplier remains its responsibility until it is handed over to the Client where a sign-off agreement contract is completed. All work after this point is the responsibility of the Client.
5. Warranties & liability
5.1. The Supplier warrants that the Service will be provided using reasonable care and skill and, as far as reasonably possible, in accordance with the Contract.
5.2. Subject as expressly provided in these Terms all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law and the Supplier shall not be liable to the Client for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Supplier, its employees or agents or otherwise) whether arising out of or in connection with the supply of the Service.
5.3. Notwithstanding clause [5.2], the entire liability of the Supplier under or in connection with any contract shall not exceed the total charges payable, provided that nothing in the Terms shall exclude or limit the Supplier’s liability for death or personal injury caused due to its negligence.
5.4. The Supplier shall not be liable to the Client or in breach of contract if the Supplier delays in performing, or fails to perform, any of its obligations to the Client, if that delay or failure was beyond the Supplier’s reasonable control.
5.5. The Client agrees that it shall defend, indemnify, save and the Supplier harmless from any and all demands, liabilities, losses, costs and claims, including reasonable legal fees, (“Liabilities”) asserted against the Supplier, its agents, its customers, servants, officers, and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold, by the Client, its agents, employees or assigns.
5.6. The Client agrees to defend, indemnify and hold harmless the Supplier against Liabilities arising out of (a) any injury to person or property caused by any services supplied, products sold or otherwise distributed in connection with the Supplier’s services; (b) any material infringing or allegedly infringing on the proprietary rights of a third party; (c) copyright infringement and (d) any defective product which the Client sold on or through the service.
5.7. Under normal contractual service circumstances, the Supplier provides no warranty or accepts any liability for any data either lost or damaged which is stored on any of the Supplier’s or Client’s equipment. It is the responsibility of the Client to keep security copies of information.
5.8. The Supplier may provide a chargeable service to its clients whereby security copies of information will be made to recordable compact discs / DVD’s which may be stored by the Supplier or sent to the Client to be stored at his/her premises or any other such third party appointed by the Client.
5.9. From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. The client agrees that they are solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend the Supplier and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the client’s exercise of Internet electronic commerce.
6.1. Each party may terminate the Contract at any time by giving the Supplier 30 days notice.
6.2. Either party may (without limiting any other remedy) at any time terminate the Contract by giving written notice to the other if the other commits any breach of these conditions and (if capable of remedy) fails to remedy the breach within 30 days after being required by written notice to do so, or if the other goes into liquidation, or (in the case of an individual or firm) becomes bankrupt, makes a voluntary arrangement with his or its creditors or has a receiver or administrator appointed.
7. Refund policy
7.1. The client may halt work and request for a refund within 7 days of the date of this contract by mailing a certified letter to the Business Owner of the Supplier at, Cullen Mill, Braintree Road, Witham, Essex, CM8 2DD. If at any time of the request for refund, work has been completed beyond the amount covered by the initial deposit payment, the client shall be liable to pay for all work completed at the hourly rate of £50, which could result in higher fees than the quote prices given.
8.1. The Contract and Terms constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in writing between the parties. All other terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
8.2. Any notice required or permitted to be given by either party to the other under the Terms or the Contract shall be in writing addressed to the other party at its registered office or principal place of business or such other address in England or Wales as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
8.3. No failure or delay by either party in exercising any of its rights under the Terms or the Contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Terms or the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
8.4. If any provision of these Terms or the Contract is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of the Terms or the Contract and the remainder of the provision in question shall not be affected.
8.5. Any dispute or difference arising out of or in connection with this Agreement shall be determined in accordance with the Chartered Institute of Arbitrators Rules (2000 edition) by a single arbitrator to be agreed between the parties, or failing agreement within 14 days after either party has given to the other a written request to concur in the appointment of an arbitrator, to be appointed by the President or a Vice President of the Chartered Institute of Arbitrators.
8.6. The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Contract and no person who is not a party to this Contract (other than a successor in title to one of the original parties) shall be entitled in that person’s own right to enforce any provisions of this Contract pursuant to the provisions of the said Act.
8.7. English law applies to the Contract and the Terms, and the parties hereby submit to the non exclusive jurisdiction of the English courts.
8.8. The Supplier is not responsible for any changes made to the site by any other party, or an authorised agent. If the client or an agent other than the Supplier attempts updating the client’s web site pages, time to repair web pages will be assessed at the hourly rate of £50, and is not included as part of the updating time.
8.9. The Supplier operates a closed policy on publicity and distribution of information and will not at any time divulge your name, address, telephone number, account details or electronic mail address to any non-legal third party and will only divulge your information to any legal establishment where it is deemed to be in the best interests and operation of the Supplier unless permission is sought first from the Client.
9. Formation of contract
9.1. By default, the Supplier shall deem that a contract for any form of service is in effect when asked to carry out any work for the client. The company may require written confirmation of any work to be carried out. The company may provide a written quotation subject to acceptance by the client at the request of the client. The company reserves the right to vary the quotation at any time should the client make changes to any requirements of work to be carried out.
10. Website maintenance contract
10.1. The Supplier will monitor the Client’s website on a weekly basis.
10.2. The Supplier will monitor site activity and communicate our findings to the client on a regular basis.
10.3. The Supplier will communicate any and all relevant issues or problems to the client within 24 hours of discovery.
10.4. The Supplier will offer guidance and advice free of charge in respect to any problems or potential issues.
10.5. The Supplier will rectify any problems or issues that the Supplier is directly responsible for at no cost to the Client.
10.6. The Supplier will charge £50 per hour respectively for any other agreed services outside of the maintenance contract conditions.
11. Force majeure
11.1. Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.
Please note: all prices stated are exclusive of VAT.