Websites, Done For You.
No Contracts. No Up-Front Fees.
Websites, Done For You.
No Contracts. No Up-Front Fees.
Your attention is particularly drawn to the provisions of clause 13 (Limitation of liability).
1.1 Definitions
Business Day: a day, other than a Saturday or Sunday or public holiday in England, when banks in London are open for business.
Charges: has the meaning given in clause 6.2.
Commencement Date: has the meaning given in clause 2.4
Conditions: these terms and conditions as amended from time to time in accordance with clause 17.7
Contract: the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions.
Customer: the person or firm who purchases Services from the Supplier.
Heightened Cybersecurity Requirements: any laws, regulations, codes, guidance from regulatory and advisory bodies (whether mandatory or not), international and national standards, industry schemes and sanctions, which are applicable to the Customer (but not the Supplier) relating to security of network and information systems and security breach and incident reporting requirements, which may include the Cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and Information systems Regulations 2018 (SI 506/2018), all as amended or updated from time to time.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Materials: the content provided to the Supplier by the Customer for incorporation in the Site.
Order Confirmation: has the meaning set out in clause 2.4
Services: has the meaning set out in clause 2.2
Site: the website to be developed and hosted by the Supplier pursuant to the Contract.
Supplier: WEBSYT LTD (company number 14622886), a company registered in England and Wales and our registered office is at 44 Singer Way, Bedford, Bedfordshire, England, MK42 7AF. The Supplier operates the website website.co.uk.
Third Party Products: those third-party software products used to provide the Services.
Visitor: a visitor to the Site.
Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be interpreted accordingly.
1.2. Construction. In these Conditions, the following rules apply:
(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
(b) a reference to a party includes its personal representatives, successors or permitted assigns;
(c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
(d) any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
(e) a reference to writing or written includes e-mails.
2.1 These Conditions apply to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.2 Placing the order. The Customer may submit an order using the method set out on the Supplier’s website and following the onscreen prompts to place an order or any other method suggested by the Supplier. Each order is an offer by the Customer to buy the services specified in the order (Services) subject to these Conditions.
2.3 Acknowledging receipt of the order. After the Customer places the order, they will receive an email from the Supplier acknowledging that the Supplier has received it (but this does not mean that the order has been accepted).
2.4 Accepting the order. The Supplier’s acceptance of the order takes place when the Supplier sends an email to the Customer to accept it (Order Confirmation), at which point and on which date (Commencement Date) the Contract will come into existence. The Contract will relate only to those Services confirmed in the Order Confirmation.
2.5 If the Supplier is unable to supply the Customer with the Services for any reason, the Supplier will inform the Customer of this by email. If the Customer has already paid for the Services, the Supplier will refund the full amount.
3.1 The Customer may cancel the Contract by giving a 30 days’ notice to the Supplier as set out in 3.2. The Supplier will not provide a refund.
3.1A Where the Customer is on a monthly billing cycle, the Contract shall terminate, and the Services (including hosting of the Site) shall cease, 30 days after the Supplier’s receipt of the cancellation notice. Where the Customer is on an annual billing cycle, cancellation shall take effect as notice of non-renewal: the Services (including hosting of the Site) shall continue uninterrupted for the remainder of the then-current annual period already paid for, and the Contract shall terminate, with no further Charges due, at the end of that annual period.
3.2 To cancel the Contract, the Customer shall complete the cancellation form on the Supplier’s website, providing details of the order to enable the Supplier to identify it. The Supplier shall confirm receipt of the cancellation in writing.
4.1 The Supplier shall provide the Services to the Customer in accordance with the specification for the Services appearing on the Supplier’s website at the date of the order in all material respects.
4.2 The Supplier reserves the right to amend the specification of the Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services.
4.3 The Supplier shall provide the Services using reasonable care and skill.
4.4 The Supplier will use all reasonable endeavours to meet any performance dates specified in the Order Confirmation, but any such dates are estimates only and failure to perform the Services by such dates will not give the Customer the right to terminate the Contract.
5.1 The Customer acknowledges that the Supplier’s ability to provide the Services is dependent upon the full and timely co-operation of the Customer (which the Customer agrees to provide), as well as the accuracy and completeness of any information and data the Customer provides to the Supplier. Accordingly, the Customer shall:
(a) ensure that the terms of the order are complete and accurate;
(b) cooperate with the Supplier in all matters relating to the Services;
(c) provide the Supplier with such information and materials which the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
(d) be responsible for the accuracy and completeness of the Materials on the Site.
5.2 If the Supplier’s ability to perform the Services is prevented or delayed by any act or omission of the Customer or failure by the Customer to fulfil any relevant obligation (Customer Default):
(a) the Supplier shall without limiting its other rights or remedies be entitled to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of the Services, in each case to the extent the Customer Default prevents or delays performance of the Services. In certain circumstances the Customer Default may entitle the Supplier to terminate the Contract under 15 (Termination);
(b) the Supplier shall not be responsible for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform the Services; and
(c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
6.1 In consideration of the Supplier providing the Services the Customer shall pay charges (Charges) in accordance with this 6.
6.2 The Charges are the prices quoted to the Customer by the Supplier at the time the Customer places the order, whether such prices are quoted on the Supplier’s website or otherwise communicated to and agreed by the Customer in writing.
6.3 The Supplier shall take all reasonable care to ensure that the prices stated for the Services are correct at the time when the relevant information was entered into the system. If the Supplier discovers an error in the price of the Services ordered by the Customer, clause 6.6 shall apply.
6.4 The Supplier reserves the right to increase the Charges on an annual basis with effect from each anniversary of the Commencement Date. The Supplier will give the Customer written notice of any such increase two months before the proposed date of the increase. If such increase is not acceptable to the Customer, the Customer shall notify the Supplier in writing within 10 days of the date of the Supplier’s notice and the Supplier shall have the right without limiting its other rights or remedies to terminate the Contract by giving two week’s written notice to the Customer.
6.5 Charges are exclusive of VAT. The Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
6.6 If, despite the Supplier’s reasonable efforts, some of the Services are incorrectly priced, the provisions of this clause shall apply. Where the correct price for the Services is less than the price quoted to the Customer, the Supplier shall charge the lower amount and if the correct price for the Services is higher than the price quoted to the Customer, the Supplier shall contact the Customer as soon as possible to inform of this error and give the option of continuing to purchase the Services at the correct price or cancelling the order. The Supplier shall not process the order until it has the Customer’s instructions. If the Supplier is unable to contact the Customer using the contact details provided during the order process, the Supplier shall treat the order as cancelled and notify the Customer in writing. However, if the Supplier mistakenly accepts and processes the order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by the Customer as a mispricing, the Supplier may cancel supply of the Services and refund any sums paid by the Customer.
7.1 Payment for the Services shall be in advance. The Customer shall select, at the time of placing the order, whether Charges are payable monthly or annually in advance. The first payment shall be taken by the Supplier upon acceptance of the order, and subsequent payments will be taken on the same basis (monthly or annually, as selected) in advance, unless otherwise agreed between the parties.
7.2 The Customer shall pay for the Services using a major debit or credit card, or by direct debit. Where payment is by direct debit, the Customer’s designated bank account will be charged automatically in accordance with the billing frequency selected under clause 7.1.
7.3 The Supplier shall send an electronic invoice to the Customer within seven days of the beginning of the month following payment.
7.4 If the Customer fails to make a payment under the Contract by the due date, then, the Supplier will be entitled to suspend or terminate the Contract under clause 15 (Termination).
7.5 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). The Supplier may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
8.1 All Intellectual Property Rights in or arising out of or in connection with the Services (including the content of the Site but excluding the Materials) shall be owned by the Supplier and shall remain vested in the Supplier at all times, both during and after the term of the Contract.
8.2 The Supplier grants the Customer a non-exclusive licence of such Intellectual Property Rights for the purpose of receiving and using the Services during the term of the Contract. The Customer may not sub-license, assign or otherwise transfer the rights granted in this clause 8.2, and the licence shall terminate automatically on termination or expiry of the Contract for any reason.
8.3 The Customer shall indemnify the Supplier against all damages, losses and expenses arising as a result of any action or claim that the Materials infringe the Intellectual Property Rights of a third party.
8.4 For the avoidance of doubt, no Intellectual Property Rights in the Site, the Services, or any content of the Site (excluding the Materials) shall pass to the Customer at any time, irrespective of the duration of the Contract or the total amount of Charges paid by the Customer. The Supplier shall at all times remain the sole and exclusive owner of such Intellectual Property Rights.
The Third Party Products shall be supplied in accordance with the relevant licensor’s standard terms. The licence fee for such Third Party Products is included in the Charges payable under clause 6.
10.1 The Customer shall ensure that the Materials do not infringe any applicable laws, regulations or third party rights (including material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred or acts of terrorism, menacing, blasphemous or in breach of any third party Intellectual Property Rights) (Inappropriate Content).
10.2 The Supplier shall include only Materials on the Site. The Customer acknowledges that the Supplier has no control over any content placed on the Site by Visitors and does not purport to monitor the content of the Site. The Supplier reserves the right to remove content from the Site where it reasonably suspects such content is Inappropriate Content. The Supplier shall notify the Customer promptly if it becomes aware of any allegation that any content on the Site may be Inappropriate Content.
10.3 The Customer shall indemnify the Supplier against all damages, losses and expenses arising as a result of any action or claim that the Materials constitute Inappropriate Content.
10.4 The Supplier may include the statement “Designed by Websyt Ltd”, or such variations of that statement as the Supplier may reasonably adopt from time to time, in the footer of the Site.
11.1 Each of the parties warrants to the other that it has full power and authority to enter into and perform this agreement.
11.2 The Supplier does not warrant that:
(a) the Customer’s use of the Services or the Site will be uninterrupted or error-free; or
(b) the Services or the Site will be free from Vulnerabilities
(c) the Services or the Site will comply with any Heightened Cybersecurity Requirements.
12.1 The Supplier shall process the Customer personal data to:
(a) provide the Services;
(b) process payment for the Services; and
(c) inform the Customer about similar services that the Supplier provides.
12.2 The Supplier shall process the Customer personal data in accordance with the Supplier’s Privacy Policy, the terms of which are incorporated into this Contract.
13.1 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
13.2 Subject to 13.1, the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of use or corruption of software, data or information;
(e) loss of or damage to goodwill; and
(f) any indirect or consequential loss.
13.3 Subject to 13.1, the Supplier’s total liability to the Customer arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the amount of the total Charges paid by the Customer under the Contract in the twelve (12) months preceding the event giving rise to the claim.
13.4 The Supplier has given commitments as to compliance of the Services with the relevant specification in clause 4.1. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
13.5 Unless the Customer notifies the Supplier that they intend to make a claim in respect of an event within the notice period, the Supplier shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire one month from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
13.6 This clause 13 will survive termination of the Contract.
14.1 Each party undertakes that it will not at any time during the Contract, and for a period of three years after termination of the Contract, disclose to any person any confidential information concerning one another’s business, affairs, customers, clients or suppliers, except as permitted by 14.2.
14.2 Each party may disclose the other’s confidential information:
(a) to such of its respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising its respective rights or carrying out its respective obligations under the Contract. Each party shall ensure that such employees, officers, representatives, subcontractors or advisers comply with this 14; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
14.3 Each party may only use the other’s confidential information for the purpose of fulfilling its respective obligations under the Contract.
15.1 Termination. Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party 30 days’ written notice, save that where the Customer wishes to cancel the Contract, the Customer shall do so in accordance with clause 3 (including, where applicable, the treatment of annual billing cycles under clause 3.1A), and this clause 15.1 shall apply to termination by the Supplier.
15.2 Without limiting any of the Supplier’s other rights, the Supplier may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to the Customer if:
(a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within ten Business Days of the Customer being notified in writing to do so;
(b) the Customer fails to pay any amount due under the Contract on the due date for payment and fails to remedy this breach within ten Business Days of the due date;
(c) the Customer takes any step or action in connection with the Customer entering administration, provisional liquidation or any composition or arrangement with the Customer’s creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of the Customer’s assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(d) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of your business; or
(e) the Customer’s financial position deteriorates to such an extent that in the Supplier’s opinion the Customer’s capability to adequately fulfil their obligations under the Contract has been placed in jeopardy;
(f) the Customer (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing their own affairs.
15.2A Without limiting any of the Supplier’s other rights or remedies, where the Customer fails to remedy a breach of clause 15.2(b) within the ten Business Day period referred to in that clause, the Supplier shall be entitled, in addition to (and whether or not it exercises) any right to terminate the Contract, to suspend access to and availability of the Site until such time as all outstanding Charges (together with any applicable interest or costs) have been paid in full. The Supplier shall have no liability to the Customer for any loss arising from such suspension.
15.3 Consequences of termination
On termination of the Contract for any reason, however and whenever arising and irrespective of the amount of Charges paid by the Customer:
(a) the Supplier shall promptly return all Materials to the Customer;
(b) all licences granted by the Supplier under the Contract, including the licence granted under clause 8.2, shall terminate immediately; and
(c) the Customer shall immediately cease all use of the Site and of any Intellectual Property Rights belonging to the Supplier, and the Supplier shall have no obligation to provide the Customer (or any third party) with a copy of the Site, its source code, or any of its content, or to assist with transferring hosting of the Site to the Customer or to any other service provider.
15.4 Survival. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
16.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
16.2 The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
16.3 If the Force Majeure Event prevents the Supplier from providing any of the Services for more than 4 weeks, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
17.1 Assignment and other dealings.
(a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
(b) The Customer shall not, without the prior written consent of the Supplier, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.
17.2 Notices
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, or e-mail.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 17.2(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by e-mail, at the time of transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
17.3 Severance
(a) If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
(b) If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
17.4 Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
17.5 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
17.6 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
17.7 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the Supplier.
17.8 Governing law. This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
17.9 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).
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