In these terms and conditions:
The "Company" means LikeToHelp Ltd.
The "Client" means the person or entity which has agreed to purchase goods and services from the Company.
The "Project" means the digital project that the Client has instructed the Company to carry out pursuant to the agreement, including research, design, development, testing, deployment, support and maintenance of the Client's project.
The "Agreement" means the overall agreement between the Company and the Client in relation to the Project including these terms and conditions.
The "Referrer" means the person who has referred the "Client" to the "Company" for the purposes of carrying out the "Project" in relation to the "Agreement".
These terms and conditions take precedence over each conflicting term and condition which may be put forward by the Client at any time. These terms and conditions are available on the Company's website and should be viewed by the Client prior to entering into the Agreement. Upon entering in the Agreement, the Client confirms that it has read these terms and conditions and accepts them in their entirety.
The Client and the Company have agreed the basic scope and nature of the Project prior to entering into the Agreement. The scope of the project is defined in its entirety in the Companies Specification document. Any changes to the scope and/or nature of the Project after the agreement has been entered into shall be agreed by both the Client and the Company with evidence in writing and maybe chargeable at an additional cost agreed between the Client and the Company. The Company reserves the right to alter the agreed price to reflect the changes in scope and/or nature of the Project.
4.1 The Company reserves the right to control and restrict any content on the Client's
project and shall have sole discretion to delete and remove, without advance notice,
any information deemed by the Company as illegal, tortuous, false, misleading, fraudulent,
libelous, immoral, offensive or otherwise not in conformity with the policies and
style of the Company. The Client acknowledges that the Company may unilaterally
write or re-write reasonable rules and regulations necessary for the orderly operation
of the Project on the Internet and that the Client will be bound accordingly.
4.2 Although the Client shall have the right to approve the design, content and links to and from the Client's Project, the Company assumes no responsibility to do so. The Client agrees to be solely responsible for the content of its Project and the accuracy of all information provided therein. The Company reserves the right to include a reference to the Company on the Client’s Project.
4.3 With the exception of trademarked, copyrighted or other proprietary information regarding pictures, images and logos that directly identify the Client, the Client grants to the Company an indefinite, irrevocable, royalty-free, unrestricted right to use, transfer or modify and maintain content prepared by the Company on the Client's website. The Client represents and warrants that:
(a) the use; as contemplated by the Agreement, of the material supplied by the Client shall not infringe any copyright, trademark, trade secret or third party proprietary right;
(b) there is no impediment to the Client's performance of its obligations hereunder.
The Company will endeavour to achieve the highest possible search engine ranking of the Client's website(s) if the Client has specifically instructed the Company to do so and paid the fees related to the specific search engine optimisations. Achieving a listing on the first page of Google and other search engines is subject to a number of factors including the competitiveness of the Client's industry online and keyphrases used in the Client's website. The Company does not guarantee high search engine ranking of the Client’s website.
The Company does not guarantee the highest performance in any other online marketing solutions and services but will endevour to achieve the best possible results with Client co-operation and in line with competitive conditions.
Design, production, testing, deployment, support and maintenance timelines are dependent upon Client input and approvals at each stage of the development process. Without this input project times may vary and the Client will accept these accordingly.
7. Company Interests
The Client acknowledges and agrees that the Company may provide digital solutions to other persons or businesses including those in the same or similar line of business as the Client.
In the event of default under this Agreement, the Company shall have the right to terminate the Agreement and to remove the Client's projects from the Internet. The Client shall have no right to a refund of any kind and will be responsible for all costs and fees incurred by the Company in connection with Client's breach of this Agreement. In the event of the Client terminating the agreement before Project completion, the Client shall pay the Company 75% of the total agreed Project cost to cover work undertaken by the Company.
The Client shall pay for the work, including all the account management, project design, development, testing, deployment, support and maintenance costs as specified in the Agreement. This shall include:
- A non-refundable fee of 50% of the total project cost is to be paid by the Client to the Company upon execution of the Agreement by the Company.
- A non-refundable fee of 25% of the total project cost is to be paid by the Client to the Company when the project is half way through the lifecycle.
- The remaining fee of 25% of the total project cost is to be paid by the Client to the Company once the Project is live and complete.
- Project costs include 6 hours of account management time to cover client correspondence, review changes, meetings etc. Any account management hours not used during the project will be carried over to support and maintenance post project completion.
- Any annual hosting fees are payable by the Client to the Company upon signing and return of the Agreement by the Client to the Company.
- Annual charges relating to SSL certificates is payable to the Company one month in advance of the first month when the SSL certificate comes into force.
- All invoices are payable within 14 days of the invoice date. An administration charge of 8% plus the Bank of England base rate will be levied for late payments. This will be invoiced separately.
Any amendments or extra functionality above and beyond that agreed in the Requirement Specification are chargeable at an additional cost agreed between the Company and the Client. This is payable in line with the charges detailed above.
10.1 The Client agrees to hold the Company and its agents harmless from and against
any and all claims and damages, expenses or liability that arises from or in connection
with the Client's Project, content or activities, including but not limited to,
any solicitor fees incurred by the Company. The Client at its own cost and expense
shall defend any and all actions, which may be bought against the Company. The Client's
failure to perform under the terms of this paragraph shall be deemed a waiver of
any and all claims, demands and remedies, or cause of action, including specific
performance, which the Client might otherwise have against the Company and its agents,
which under no circumstances will be liable for lost profits, lost opportunities,
indirect, incidental or consequential damages for the Client.
10.2 In no event shall the Company and its agents be liable to the Client for damage, whether direct, indirect, consequential, exemplary and punitive or otherwise, arising out of any service provided or arranged by the Company. The Company shall not be liable for any error, omission, defect or deficiency in any service, which results from the Client's failure to provide complete, accurate and current information to the Company. Under no circumstances shall the Company and its agents be liable to the Client for any Internet interruptions beyond the Company's control, including without limitation, any downtime regarding computer services or interruption of Internet service providers.
10.3 This Agreement shall be interpreted and construed under the laws of England. The parties agree that during any action taken in England, the parties do hereby waive all questions of personal jurisdiction or venue for the purpose of carrying out this provision.
11. Intellectual Property Rights
All intellectual property, industrial and design property rights throughout the world in patentable and non patentable inventions, source code and components, discoveries and improvements, processes and know-how, copyright works and the like discovered or created by the Company in the course of or as a result of the discharge of obligations under the Agreement shall vest in and be the absolute property of the Company unless agreed between the Company and the Client in writing.
12. Uses of Information
The Client agrees that the Company and its affiliates may collect and use technical information gathered as part of the product support services provided to the Client, related to the Project. The Company may use this information solely to improve its products or to provide customized services or technologies to the Client and will not disclose this information in a form that personally identifies the Client.
13. Data Backups
Unless agreed otherwise, data backup’s will be made on a monthly basis by the Company on behalf of the Client as part of the Agreement. The Client agrees to hold the Company and its agents harmless from and against any and all claims and damages, expenses or liability that arises from any loss of data or loss of business as a result of loss of data. The Company shall not be obliged too but will attempt to restore data from one of the monthly backups. This may result in some loss of Client data but the Client shall no way hold the Company responsible in these circumstances.
We cannot guarantee that the Companies system and the Clients website will work on hosting solutions other than that recommended and provided by the Company. If the Client wishes the Company to use another hosting solution other than that recommended by the Company, the Company will consider this as long as that hosting solution meets with the Client projects technical and logistical needs. The Company reserves the right to refuse Client requests to use hosting companies not approved by the Company.
Websites will be tested in the latest versions at the time of the Project of Internet Explorer, Google Chrome, Mozilla Firefox and Safari on Windows platforms only. Testing that is required by the Client in browsers or operating systems other than those mentioned will be chargeable at additional cost agreed between the Client and the Company. This is payable by the Client to the Company in line with the charges in section 9. Costs.
Upon the Client choosing a website design template, the Company agrees to update the following within the price of the chosen website design template:
- The Clients logo can incorporated into the design as long as it is the same dimensions as the example logo within the chosen website design template.
- Font styling including the font face and colours can be updated to the Clients branding.
- Hyperlink styling can be updated to the Clients branding.
Any additional design updates required by the Client maybe chargeable at a cost agreed between the Client and the Company.