Terms of Business

1. DEFINITIONS

1.1 The following standard terms of business is a legal agreement between wkdCODE Limited (Company No.6789848) whose Registered Office is Corner Oak, 1 Homer Road, Solihull, West Midlands B91 3QG,hereafter ‘the Developer’, and ‘the Client’ for the purposes of website design or development. These Terms and Conditions set forth the provisions under which the Client may use the services supplied. The Developer is an Internet web design provider offering the Client graphical design, HTML, CSS, JavaScript and other related computer programming languages.

2. ACCEPTANCE OF WORK & BASIS OF CONTRACT

2.1 Quotations are valid for 30 days from date of issue and may be revoked at any time. Any quotation or estimate provided by the Developer shall not constitute a contractual offer and a Contract shall only be formed on acceptance by the Developer of the Client’s order.

2.2 The Developer will carry out work only where an order and any advanced payment from the Client for the work has been received, unless otherwise agreed at the Developer’s discretion.

2.3 When the Client places an order to purchase services from the Developer, the order represents an offer to the Developer to purchase the website or website updates which is accepted by the Developer only when an invoice is sent to the Client. 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. The invoice equals acceptance by the Developer (or third party supplier) of the Client’s offer to purchase services from the Developer and this acceptance of work is a valid contract between the Client and the Developer regardless of whether the Client receives the invoice.

2.4 Any other services on the order which have not been included in the invoice do not form part of the contract. The Client agrees to check that the details of the invoice are correct and should print and keep a copy for their records.

2.5 Additional work requested by the Client which is not specified in the agreed quotation is subject to an additional quotation by the Developer on receipt of specification. If the work is needed as part of an existing project, then this may the effect timescale and overall delivery time of the project.

2.6 The Client agrees to provide any required information and content required by the Developer in good time to enable the Developer to complete a design or website work as part of an agreed project.

2.7 These terms and conditions shall apply to all contracts for the provision of services and/or goods by the Developer to the Client to the exclusion of all other terms and conditions, including any terms and conditions which the Client may purport to apply under any order or other document. In the case of any conflict or ambiguity between the Client’s original Specification and the Specification set out on this document, the latter shall prevail.

2.8 The provision of the Services or the acceptance of delivery of the Goods or any of them shall be deemed conclusive evidence of the Client’s acceptance of the Contract.

2.9 The Developer may employ sub-contractors to carry out any part of its obligations under the Contract at its sole discretion and it may assign its rights and obligations under this Contract to any other party. The Developer acts as principal in all contracts, save where expressly agreed to the contrary. The Client may not assign its rights and obligations under this Contract without the written consent of the Developer.

2.10 No contract shall be concluded between the Developer and the Client on these terms or otherwise except by authority of a Director or other expressly authorised signatory of the Developer.

2.11 Any variation of these terms and conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by a Director or other expressly authorised signatory of the Developer.

2.12 Any reference in this Contract to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

3. TIMESCALE

3.1 The Developer will use all reasonable endeavours to provide the Services and Goods according to any agreed timescale or Target Completion Date but such timescale will be treated as target dates only and time will not be of the essence.

3.2 In particular, but without limitation, the Developer shall not be responsible for delay caused by factors beyond its control.

3.3 The Developer reserves the right by giving notice to the Client at any time before performance of any Services or delivery of the Goods to change the Target Completion Date if;-

3.3.1 The Client changes the Specification or agrees to any change to the Specification proposed by the Developer;

3.3.2 The Client causes any delay;

3.3.3 The Client fails to give the Developer adequate or accurate information, instructions or facilities.

4 .PERMISSION AND COPYRIGHT

4.1 All pages, images, text and code on the Developer’s website are copyrighted material.

4.2 The Client and any visitors to the Developer’s website may not use any of the pages, images, text or code on the website for use on the Client’s or visitors own website or to create a website or templates without prior written permission from the Developer.

4.3 Copyright of the completed web designs, images, pages, code and source files created by the Developer for the project shall be with the Client upon final payment only by prior written agreement. Without agreement, ownership of designs and all code is with the Developer.

4.4 The Client agrees that resale or distribution of the completed files is forbidden unless prior written agreement is made between the Client and the Developer.

4.5 The Client hereby agrees that all media and content made available to the Developer for use in the project are either owned by the Client or used with full permission of the original authors. The Client agrees to hold harmless, protect and defend the Developer from any claim or suit that may arise as a result of using the supplied media and content.

4.6 The Developer reserves the right to refuse to handle any media which is either unlawful or inappropriate; contains a virus or hostile program; constitutes harassment, racism, violence, obscenity, harmful intent or spamming; constitutes a criminal offence, infringes privacy or copyright.

5. PROJECTS

5.1  The Client agrees that an HTML page built from a graphical design may not exactly match the original design because of the difference between the display in design software and the rendering of HTML code by internet browser software. The Developer agrees to try and match the design as closely as is possible when building the code.

5.2 During a website project it is important that Client communicates information to the Developer to achieve the required result.

5.3 The Client agrees that graphic design and coding alterations are to be requested in writing either by email or postal mail by the Client. The Developer reserves the right to send a separate quotation to the Client and to request payment for any further alterations. The Developer reserves the right to request payment be received for further alterations before continuing work. Upon completion of agreed design the Client is asked to confirm in writing by email or postal mail that the design and the screen size is signed off as complete and agree that any further design alterations are chargeable.

5.4 If the Client requests design or content alterations to pages 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. Examples of alterations include, but are not limited to:-

5.4.1 Altering the design layout template which surrounds the centre content to the top, left, right and bottom of the page

5.4.2  Altering the logo

5.4.3 Altering layers, tables, data, graphics, images and text

5.4.4 Addition of a new table or layer to redesign the whole or part of a page

5.4.5 Altering colours and font styles

5.4.6 Changing the widths and heights of objects on the page

5.4.7 Altering the design and structure of navigational menus, links, buttons

5.4.8 Altering or adding new functionality to the page, navigation, JavaScripts etc

5.5 For site builds the navigation will be hard coded as per the design. However if the navigation requires JavaScript, drop down layers or other functionality which require further coding work this may be quoted for separately.

5.6 If optimized pages are included as part of the project, the Developer will optimize the Client’s web pages which have been created as part of the project, the Developer will not optimize the Client’s existing web pages or any pages which are not part of that specific project. The optimization of the web pages can include the meta tags, keywords, description, title, alt tags and text provided by the Client.

5.7 If the Client does not provide keyword information required by the Developer, then the Developer will include it to Developer’s best judgment. For sites where optimized pages are not included as part of the project, the Developer will provide a standard meta tag set for each page.

5.8 The Developer endeavours to create pages that can be crawled by search engine spiders. However, the Developer gives no guarantee that the site will become listed with search engines. This is often achieved through various methods such as page layout, content and cross linking with other websites. The Client may wish to enquire about specialist web marketing.

5.9 If an error or issue with the design or code arises during the project which does not allow the design or code to match the original specification, then the Client agrees that the Developer can apply a nearest available alternative solution.

5.10 The Developer at all times applies reasonable skill and care in provision of services.

5.11 Once the project is completed, the Developer will upload the website to the Client’s live web address (if included as part of a project).

5.12 After site completion, a Client or a third party of their choosing may wish to edit their website code themselves to make updates. However, the Client agrees that in so doing they assume full responsibility for any issues which occur as a result of changing the code themselves. If the Client or a third party of their choosing edits the website code and this results in functionality errors or the page displaying incorrectly, then the Developer reserves the right to quote for work to repair the website.

5.13 The Developer reserves the right to assign subcontractors in whole or as part of a project if needed.

5.14 The Developer will keep a copy of the site and design source files when a website project is being worked on. The Developer will attempt to make regular backups of the site and design source files but will not take responsibility for loss of data due to software or hardware failure. However, the Client agrees that it is their responsibility to have regular backups made by themselves or a third party service.

5.15  All communications between the Developer and the Client shall be by telephone, email, IM or postal mail, except where agreed at the Developer’s discretion.

6. ACCESSIBILITY & WEB STANDARDS

6.1 Should the Client request the Developer alter the site or templates to meet specific WAI accessibility guidelines or if updated WAI accessibility guidelines are introduced after the site or templates are sold to the Client, the Developer reserves the right to quote separately for any additional work required.

6.2 The Developer tests sites and templates to ensure they comply with W3C CSS standards as they are at time of sale. Should updated W3C CSS guidelines be introduced after the site or templates are sold to the Client, the Developer reserves the right to quote separately for any additional work required.

6.3 The Developer tests sites and templates to ensure they comply with W3C HTML standards as they are at time of sale. Should updated W3C HTML guidelines be introduced after the site or templates are sold to the Client, the Developer reserves the right to quote separately for any additional work required.

6.4 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 main browsers Internet Explorer, Mozilla Firefox and Safari latest releases. New layouts are tested with older browsers to ensure as much compatibility as possible. The Client agrees that the Developer cannot guarantee correct functionality with all browser software across different operating systems.

6.5 The Client agrees that after handover of files any updated software versions of the main browsers Internet Explorer, Mozilla Firefox and Safari, domain name setup changes or hosting setup changes thereafter may affect the functionality and display of their 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.

6.6 The Client agrees that more advanced applications on a website page may require a newer browser version or Plug-in. 

7. DOMAIN NAMES AND HOSTING

7.1 The Developer can at its own discretion, but is not obliged to, offer domain name registration and hosting via a third-party service.

7.2 The Client agrees that registration of a domain name does not provide endorsement of the right to use the name. The Client is responsible for ensuring they have due title to the domain name. The Developer holds no liability and the Client hereby agrees to indemnify and hold harmless the Developer from any claim resulting from the Client’s registration of a domain name.

7.3 The domain name is registered in the name, address and contact details provided by the Client. 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.

7.4 The Client agrees to take all legal responsibility for use of third party domain name and hosting services and supplies truthful details to the third-party services.

7.5 The Client agrees that information submitted for registration of Domain names is then available to the general public via the Nominet Whois system.

7.6 The Client is liable to pay the Developer for any domain name registrations and the initial set up of the hosting if included as part of the website build.

7.7 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 upgrade, extra disk space, bandwidth and any other related or hidden charges are to be paid by the Client.

7.8  The Client agrees to pay the domain and hosting fees upon receipt of invoice.

7.9 The Client agrees that if at any time their contact details including email address change, it is their responsibility to contact the Developer and update the contact details. Failure to do so may mean that renewal invoices for the domain and hosting services are not received by the Client.

7.10 Payment for domain and hosting services are to be made immediately on receipt of invoice from the Developer. Failure to comply with the payment terms may result in the Clients domain name becoming available to another party and/or the website and email services becoming unavailable.

7.11 The Client agrees to pass on FTP details and any other access details relating to their domain name and hosting account which the Developer requires to upload the website if required as part of a project.

7.12 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.

7.13 The Client agrees to be liable for their use of the domain name, hosting and email services with the 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.

7.14 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.

7.15 The Client agrees to take full responsibility for the setup of email accounts on individual client machines and their choice of software/application.

7.16 Where the Developer hosts a Client’s website on their behalf, the Developer will rely on a third-party host to provide an appropriate service level. Details of the specifics of this service level are available on request.

8. PAYMENT TERMS

8.1 The Developer’s standard invoicing terms are 50% of total estimated contract value on order before work commences, 40% of total estimated contract value on receipt of the Project Sign Off document with the balance of all outstanding amounts invoiced within 30 days of receipt of the Project Sign Off document.

8.2 The Developer reserves the right to either not release files or, if the Developer is hosting the website, not upload the files onto the Internet until full payment has been received

8.3 Once an invoice is sent to the Client it must either be paid either by BACS transfer or by cheque (made payable to “wkdCODE Limited” sent with proof of posting to the Developer’s Head Office address at Corner Oak, 1 Homer Road, Solihull, West Midlands B91 3QG).

8.4 All invoices must be paid in full within 30 days of the invoice date, except where agreed at the Developer’s own discretion.

8.5 The Developer reserves the right to decline further work on a project if there are invoices outstanding with the Client.

8.6 The Client may request that the Developer cancel a project in writing by email or postal mail to the Developer and the project is cancelled only if the Developer confirms work has not been started on the project. If Developer has begun or completed the work and the Client no longer requires the files but has agreed to the work, they are still obliged to pay the Developer for the work that has been carried out.

8.7 All invoices are submitted by email except where required otherwise by regulations or agreed at the Developer’s discretion.

8.8 The Developer reserves the right to remove work completed for Client from the Internet if payments are not received.

8.9 All prices quoted are exclusive of VAT.

9. LIABILITY AND WARRANTY DISCLAIMER

9.1 The Developer provides the website and the contents thereof on an “as is” basis and makes no warranties with regard to the site and its contents, or fitness of services offered for a particular purpose. The Developer cannot guarantee the functionality or operations of their website or that it will be uninterrupted or error free, nor does it warrant that the contents are current, accurate or complete.

9.2 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.

9.3 The Client agrees that the Developer is not liable for any failure to carry out services for reasons beyond it’s control including but not limited to acts of God, fire, flood, drought, tempest, telecommunication problems, software failure, hardware failure, third party interference, Government, emergency on 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 or other event beyond the reasonable control of the Developer

9.4 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 services provided.

9.5 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.

9.6 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. If after handover of files errors are found in code the Developer has created and the main browsers Internet Explorer, Mozilla Firefox and Safari, domain name setup and hosting setup are the same as when work began, then the Developer can correct these errors for the Client free of charge.

9.7 If after handover of files errors are found in code the Developer has created and the main browsers Internet Explorer, Mozilla Firefox and Safari have released an updated software version, or the domain name setup or hosting setup has been changed, the Developer can correct errors for the Client free of charge and reserves the right to quote separately for any additional work needed as a result of changes to the browser software, domain name setup or hosting setup.

9.8 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.

9.9 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 Developer has been advised of the possibility of such damages.

9.10 There are sometimes laws and taxes which affect Internet ecommerce. The Client agrees that it is their 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 ecommerce.

9.11 The Developer may from time to time recommend to the Client that updates are needed to their site to comply with, including but not limited to, new legislations, software releases and web standards. The Developer reserves the right to quote for any updates as separate work. The Client agrees Developer is not liable for any failure to inform or implement these updates to their site. 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.

9.12 The Developer accepts liability for death or injury caused by the negligence of The Developer, its employees, agents or sub contractors in the course of their engagement under this Contract, and liability which cannot be excluded under the Consumer Protection Act 1987 Part I or otherwise in law, without limit.

9.13 The Client agrees that, except as expressly provided in this Contract, the Developer will not be under any liability of any kind whatever and however caused, arising directly or indirectly in connection with this Contract.

9.14 Any liability of The Developer under the Contract shall be subject to and conditional upon the due performance by the Client of all its obligations under this Contract and, subject to these terms, the Client shall not be entitled to withhold or delay payment or exercise any right of set-off which might otherwise have been available to it. 

10. INDEMNIFICATION

10.1 The Client agrees to use all the Developer services and facilities at their own risk and agrees to defend, indemnify, save and hold the Developer harmless from any and all demands, liabilities, costs, losses and claims including but not limited to attorney’s fees against the Developer or it’s associates that may arise directly or indirectly from any service provided or agreed to be provided or any product or service sold by the Client or its third parties. The Client agrees this indemnification extends to all aspects of the project, including but not limited to website content and choice of domain name.

12.2 The Client also agrees to defend, indemnify and hold harmless the Developer against any liabilities arising out of injury to person or property caused by any service provided or agreed to be provided or any product or service sold by the Client or third parties, including but not limited to, infringement of copyright, infringement of proprietary rights, misinformation, delivery of defective products or services which are harmful to any person, business, company or organisation.

11. TERMINATION

11.1 The Developer reserves the right to terminate a project with a Client at any time without prior notification if it finds the Client in breach of these terms and conditions. The Developer shall be the sole arbiter in deciding what constitutes a breach. No refunds are given in such a situation.

11.2 The Developer may terminate this Contract or suspend its performance with immediate effect on written notice if;-

11.2.1 The Client ceases or threatens to cease to carry on its business or becomes insolvent;

11.2.2 A Receiver, Administrator or similar Officer is appointed over all or any part of the assets or undertaking of the Client;

11.2.3 The Client makes any arrangement for the benefit of its creditors;

11.2.4 The Client goes into liquidation save for the purposes of a genuine amalgamation or reconstruction;

11.2.5 The Client refuses to take delivery of the Goods or any part of them;

11.2.6 The Client defaults in paying the Fee or any part of it.

11.3 In the event of a suspension, The Developer shall be entitled to demand pre-payment of any part of the Fee not yet due for payment as a condition of re-commencing its performance.

11.4 The Developer may terminate this Contract at its discretion at any time in any event by giving 14 days notice in writing to the Client.

11.5 Upon termination of this Contract for whatever cause the Client shall pay to the Developer all monies due to the Developer at that date after taking into account amounts previously paid including; –

11.5.1 The total value of Services performed and Goods delivered up to the date of termination, the monies due for which shall then become payable immediately notwithstanding any prior contrary arrangement;

11.5.2 Any cancellation charges payable to the Developer’s sub-contractors;

11.5.3 The cost of the goods or services ordered for the purposes of the Contract for which the Developer has paid oris legally bound to pay;

11.5.4 Any other costs incurred by the Developer in connection with the Contract or its termination including but not limited to loss of profits, processing costs already incurred and any reduction in the value of the material used

11.6 Termination of this Contract shall not affect any rights of the parties accrued to them up to the date of termination.

12. NON DISCLOSURE

12.1 The Developer and any third party associates agree that, except if directed by the Client, it will not at any time during or after the term of this agreement disclose any confidential information. Likewise, the Client agrees that it will not convey any confidential information about the Developer to another party. 

13. PRIVACY POLICY

13.1 The Developer and any third-party associates shall use information provided by the Client in relation to this agreement in accordance with the Data Protection Act 1998 and also for the purposes of either identifying the Client in communications with them or to contact the Client from time to time to offer them services or products which may be of interest to or benefit to them.

14. INTERPRETATION

14.1 This agreement shall be governed by the laws of England and Wales which shall claim venue and jurisdiction for any legal motion or claim arising from this agreement. This agreement is void where prohibited by law.

14.2 Where one or more terms of this contract are held to be void or unenforceable for whatever reason, any other terms of the contract not so held will remain valid and enforceable at law.

14.3 Any and all matters pursuant to this agreement are governed by English Law and are under exclusive jurisdiction of the English Courts.

14.4 Developer reserves the right to alter these Terms and Conditions at any time without prior notice, the latest terms and conditions can be found at the Developers website at http://www.wkdcode.co.uk/terms-of-business

14.5 By accepting a quotation or making a payment of invoice to use the services supplied, the Client acknowledges to have read, understood, and accepted the Terms and Conditions of this Agreement, and agrees to be legally bound by these Terms and Conditions.

15. MISCELLANEOUS

15.1 The Client shall during or for a period of 12 months after termination of this Contract, whether on its own account or on behalf of any other person, firm, company or otherwise, employ or directly or indirectly solicit away from the other any employee or contractor of the Developer engaged in a managerial, creative, technical or sales function. In the event of breach of this clause, the breaching party shall forthwith pay to the other a sum equivalent to 90 man days at 7.5 hours per day at the relevant individual’s previously current hourly external charging rate including any VAT, or 90 days at the individual’s gross salary, whichever is higher, by way of liquidated damages.

15.2 All notices to be given under this Contract shall be in writing and shall be sent to the normal business address of the party concerned by first class post or by hand.

15.3 No delay or failure by the Developer to exercise any of its powers, rights or remedies under this Contract will operate as a waiver of them and any waiver, to be effective, must be in writing.

15.4 If any part of this Contract, including for the avoidance of doubt liability and warranty disclaimer in clause 9, is found by a court or other competent authority to be invalid, unlawful or unenforceable then such part will be severed from the remainder of this Contract which will continue to be valid and enforceable to the fullest extent permitted by law.

15.5 This Contract is the complete and exclusive statement of the agreement between the parties relating to the subject matter of the Contract and supersedes all previous communications, representations and other arrangements, written or oral.  This clause and any guarantee contained herein do not affect the statutory rights of the consumer.

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We’re an established UK based, in-house team of very experienced website developers, managers and resources. Over the last decade we’ve worked with hundreds of agencies, successfully delivering even more projects, so should you need to leverage our experience on a consultancy basis or outsource a development project on a white-labeled arrangement - give us a shout!

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Unit 4, Kings Court,
Kettering Venture Park,
NN15 6WJ

Terms of Business

Company No: 06769848