Zero One Design Terms & Conditions
Zero One Design Terms & Conditions
In these Terms of Engagement, the following words and phrases have the following meanings: -
‘the Company' - Zero-One Design Ltd, registered office being The Cottage, 92A Lichfield Street, Tamworth, Staffs. B79 7QF
‘the Client' - The Client.
‘Confidential Information' shall mean the Website, the services provided by Zero-One Design pursuant to this agreement and all information of a proprietary and/or confidential nature regarding the Client's business and or/ the Client's employees whether such information be oral, written, computerised or otherwise.
‘Contract' - this agreement between the Client and the Company, comprising this proposal and these Terms of Engagement whereby the Company agrees to supply products and/or services to the Client.
‘Date of Development Completion' shall mean the date upon which the Website development work is completed in accordance with the Functional Specification document and the Website is released to the Client for testing.
‘Date of Going Live' shall mean the date upon which the Website is fully operational in accordance with the Functional Specification document.
‘Date of Purchase' shall mean the date upon which the Client requested the Company to supply products and/or services from the Company through verbal, electronic and/or written arrangements.
‘Project' - means the design and installation of the Website and the development and installation of the Software as envisaged in these Terms of Business and as more fully detailed in the Functional Specification document.
‘Service' - the Service requested of the Company by the Client and set out in the accompanying proposal and Functional Specification and including hosting and support.
‘the Quotation' means the document detailing the price of the products or services supplied to the Client by the Company and attached as a schedule to the company's introductory letter.
‘the Functional Specification Document' means the document detailing the parameters of the Project and the functional specifications for the Website.
‘the Website' means the website created and designed pursuant to this agreement, the Functional Specification document, including but not limited to any logo, service names, source codes, object codes, programming, text, graphics, icons, designs, colours, layouts, images, photographs, animations, video, audio, music, text and applets incorporated therein, all Upgrades to the Website and any accompanying documents (electronic or otherwise).
‘Upgrades' means all alterations, patches and amendments as the case may be, which are required to enable the Website to comply with the terms of the Functional Specification document but which are not enhancements nor material deviations from the Functional Specification document.
These terms apply to this Contract between the Company and the Client and are deemed to be acceptable by the Client and the Company on their signature of this Contract.
The Client requests the Company to supply web design services and/or web hosting services and/or support services. Dependent upon the combination of products and/or services supplied the following terms will apply.
The Client also agrees to be bound by the the Company's Acceptable Use Policy viewable at www.zod.uk.com/aup
Supply of Web Design Services
The Company contracts with the Client to supply website design Services, and the Company shall provide such services in accordance with the Functional Specification document and subject to the provisions of this Contract.
Without prejudice to its other rights and remedies, the Client shall be entitled to reject the website design Services upon the basis that the Software and Website do not meet the Functional Specification Document.
The Client will:
a) Render such assistance to the Company as the Company may reasonably require in order to meet the Project objectives
b) Provide such information which is in the Client's possession and that the Company reasonably requires to perform in terms hereof by the dates agreed in the Functional Specification.
c) Make available to the Company free of charge such of the Client's staff as shall be reasonably necessary for the performance of the Company's obligations under this Agreement.
d) Provide a full and final version of the copy, logos and other materials required by the date indicated within the Functional Specification.
Once the Functional Specification document has been agreed and signed by both parties any changes to the design or functionality required by the Client for the site will be subject to additional charges at the Company's prevailing hourly rate.
Once the design of the Website has been approved and signed-off in writing by the Client, any changes to the design and subsequent build of the site required by the Client will be subject to additional charges at the Company's prevailing hourly rate.
Once the copy has been received and implemented within the Website, any changes to the copy required by the Client and which cannot be made by the Client itself will be subject to additional charges at the Company's prevailing hourly rate.
Once any variable materials on the site have been received and implemented within the Website including but not limited to email addresses and items for drop-down lists, any changes to the materials required by the Client and which cannot be made by the Client itself will be subject to additional charges at the Company's prevailing hourly rate.
The Company reserves the right to charge for rectifying any damage caused wilfully or otherwise by the Client to the Software and/or Website.
Term of Contract and Payment Terms
In consideration of the product and or services supplied by the Company under this Contract in full, the Client shall pay to Zero-One Design Limited the amount as detailed on the Quotation.
All quotations in respect of any services or products provided by the Company are valid for a period of 28 days only.
In respect of development and design services as defined within the Quotation, the Quotation will only be considered an estimate until the Functional Specification has been completed and agreed. The final project price, should this differ from the Quotation price will be provided to the Client by the Company at that time.
Support Services are charged monthly and shall be invoiced monthly, quarterly or annually in advance, the first payment being due on the date of agreed completion. The minimum contract term for Hosting, Maintenance and Support Services is 12 months. Thereinafter 3 months notice is required to discontinue the service.
Following the completion of the initial 12 months Hosting and Support contract, a rolling contract will commence and will continue, without further notice unless written notice is given to The Company, cancelling the rolling contract.
Failure to comply with the Hosting and Maintenance payment terms will result in an immediate reduction of services and removal of support services. Further non-payment will result in immediate disconnection of the website following 5 working days written notice to terminate this agreement. The company have the right at any time after this date to withdraw services and this agreement shall then be terminated. Reconnection to the website will be made as soon as all outstanding money has been paid.
Notice of any increase in pricing will be made one quarter in advance by the Company.
Payment for a Project comprising Web Design is payable as follows, unless otherwise negotiated at the point of order:
- Deposit payment is due upon date of order.
- Work will only commence upon receipt of a deposit payment.
- The Interim payment is due at the point of the website or website project being uploaded to our servers for your final review and testing.
- Any changes or modifications to the agreed functionality of the system will be charged as an additional update, upon receipt of the request, in writing.
- The final balance payment is due upon agreed completion, whether the website or project is launched or not. The website or project will be activated upon receipt of the final balance payment, plus the first hosting and support payment.
The website design package remains the property of the Company until full payment in respect of any agreed pricing structure has been received by the Company.
Cancellation of any project after design and planning work has commenced will result in the deposit being surrendered. Cancellation of the project once the development stage has been commenced will result in the balance being due, in full.
The Company reserves the right to charge reasonable Project expenses to the Client in respect of the Company carrying out its obligations under the Contract. Expenses shall include but not be limited to travelling expenses, accommodation expenses and subsistence and shall be payable only if agreed in advance by the Client in writing.
The Company reserves the right to charge for consultancy time and expenses if required to participate in meetings with the Client and/or third parties outside the contract between the two parties provided that any such expenses shall only be payable if agreed in advance by the Client in writing.
The standard payment terms of the Company is 28 days from Invoice date.
All payments are calculated exclusive of VAT and will bear VAT at the applicable rate. Without prejudice to any other rights or remedies available to the Company, the Company reserves the right to charge interest on undisputed invoices unpaid within 28 days of the date of receipt of invoice. A rate of 4% above Barclays base lending rate (or such other rate as may substitute the same) will apply calculated on a day-to-day basis on the outstanding amount (both before and after any judgement) as from the time of the invoice until the outstanding amount is paid in full.
Payment by PayPal
If you prefer to pay using a debit or credit card you can do so by clicking the Pay with Pal button on your invoice. The payment terms of 28 days still remain applicable.
NOTE: We do not store any credit card details on our website or within our organisation.
If you have paid your invoice by debit or credit card in error, or you have an issue with the work undertaken or the services you have received, you must notify us in writing within 7 days of your payment being made. Upon receipt of your written complaint or issue, we will contact you to discuss the issue with you. If you have paid incorrectly or we agree with your complaint and we agree that a payment does require crediting, we will either credit your account with the amount agreed, or we will return your funds within 7 days of the amount being agreed upon.
Annual, Quarterly and Monthly Hosting, Support and Maintenance
The website along with any other database or services attached to the website will be hosted by the Company, and any passwords and user names relating to the website will not be divulged to any third party without the prior consent of the Client.
The Company agrees to use all reasonable endeavours to provide the Client with such advice by telephone, fax, internet/e-mail, or post as may be appropriate and necessary to help resolve the Client's difficulties relating to any problems experienced with the website or any services attached to the website. The support will be provided by the Company will be available between the hours of 08.45 and 17.15, Monday to Friday, excluding statutory holidays, unless special arrangements have been agreed. Access to emergency support services will be email - email@example.com
Without prejudice to any exclusion of liability, the Company shall not be liable for any direct or indirect or consequential loss or damage sustained or incurred by the Customer or any third party whether resulting from the services to be provided by the Company in this contract or resulting from negligence or otherwise (including without limit any loss of profit or loss of use of the software or loss of spoiling of the Client's data).
If at any time during the stated contract period, the Client wishes to transfer the website hosting to a third party, the Company will transfer the website design only, and content database, to any new Service Provider as soon as all relevant domain transfer information, and outstanding payments, has been received. The Virtual Consultant database system, and the Content Management System will be removed and a copy of the data will be forwarded to the Client.
Where the website hosting is arranged by the Client through a third party, the Company shall not be liable for any indirect or consequential loss or damage sustained by the Client or any third party, in the event of any system errors, server errors or any other errors relating to the system.
Failure to pay for hosting and maintenance services will result in a reduction of support services and possible disconnection.
Any negotiated Service Level Agreements become invalid if hosting and maintenance payments are in arrears.
Hosting and Maintenance contracts are for an initial minimum period of 12 months. Cancellation of any Hosting and Maintenance contract after this period will be only accepted in writing, giving 3 months notice.
We do not allow FTP access or other access of any kind to our servers at any time other than authorised personnel of Zero-One Design Limited and our data centre managers.
The Client agrees to be bound by the Company's Email Terms and Conditions of Supply viewable at www.zod.uk.com/mailterms
Each POP3 mailbox account is subject to a maximum e-mail size of 10GB per mailbox. Additional resources can be made available for those that require a larger mailbox.
Email forwarding will forward all mails to a designated third party mailbox, although the Company can not be held responsible for the delivery to third party mailboxes.
Each mailbox (POP3 and IMAP) is subject to a monthly or annual licence fee, which is charged annually, in advance. Failure to pay for these email services within the standard payment terms may result in the disruption of email services.
Where SMTP Feeds or MX Record Forwarding are provided to a third party mail server or service, The Company are not responsible for any email issues once the SMTP Feed or the MX Record has been created.
Where web mail is used, we do not provide a long term data storage facility and we recommend that any emails stored in POP3 or IMAP mailboxes are downloaded periodically.
Cancellation of POP3 or IMAP mailboxes must be made, in writing, 30 days prior to the anniversary date of the mailbox or at least upon receipt of the annual mailbox charges. Failure to notify The Company of the cancellation of the mailbox within 30 days of receipt of the mailbox Invoice will result in the annual mailbox Invoice being due in full, immediately.
Copyright, Patents, Designs and Trademarks
All intellectual property and other rights within the Software and Website for bespoke development and design vest solely in the Client and the Company hereby assigns to the Client with full title guarantee, free from all encumbrances, all intellectual property rights in and relating to the Software and the Website and, in the case of the copyright, such assignment is made as a present assignment of future copyright.
Immediately after the Company reaches the Date of Development Completion, the Company shall deliver and make available the Website to the Client.
The Virtual Consultant Jobs Board System, Recruitment Website, Online Database System, and Content Management System, remains the Intellectual Property of the Company at all times.
The Virtual Consultant Jobs Board System, Recruitment Website, Online Database System, and Content Management System is supplied as a perpetual licence to use service.
Content Management System
The Content Management System, which operates the self updateable website systems, supplied by The Company, has been developed in house and remains the property of The Company at all times. The copyright and other intellectual property rights of whatever nature in the current release of the Content Management System shall remain the property of The Company at all times.
In the event of The Client cancelling the hosting contract or requesting the transfer of the hosting of the website, then the Content Management System will be removed and the website pages and content database will be supplied and forwarded to the appropriate destination.
All websites supplied by The Company are managed and updated by The Company's content management system. Under no circumstances will The Company be responsible or held accountable for any information or content put on to the website by The Client.
Your website will be built to be fully compatible with all major browser versions available at the time your website is launched/activated.
We are not responsible for any technical problems with your website, resulting from the launch of either new browsers or new browser versions after your website has been launched/activated.
We reserve the right to issue a charge for any updates to your website, resulting from the release of any future browser or browser version.
Development Warranty Period
Following the launch date or activation date, a Warranty period of 28 days will apply. During this period the Client will verify that the Software and Website are fit for the purpose for which they were agreed as set out in the functional specification.
During this period, The Company will rectify any functional and operational issues in order to ensure that the Software and Website meet the terms of the functional specification document. Any alterations or modifications after this period will either be subject to the terms of contracted Support and Maintenance Services or will be charged additionally at the Company's prevailing hourly rate for programming and design services.
Warranties and Warranty Period
The Company warrants in favour of the Client that it has developed and created the Software and Website without infringing any of the proprietary rights, title, intellectual property rights including but not limited to any trademark, copyright, patent or design rights of any third party in so doing.
The Company further warrants and undertakes to the Client that:
(a) it is able to enter into this Contract and fulfil all its obligations set out herein; and
(b) all services and products will be supplied with reasonable care and skill and by means of appropriately qualified and skilled personnel; and
(c) all services and products will be supplied in accordance with this Contract including the proposal document, Functional Specification and Product Specification Document; and
(d) all materials created in connection with the Services, including without limit all material published on the Website (excluding any content supplied by the Client), shall not infringe any third party rights.
The Company shall indemnify and keep indemnified and hold the Client harmless from and against all liabilities, losses, damages, costs, claims and expenses whatsoever (including legal costs and expenses) incurred or suffered by the Client howsoever arising out of or in connection with any action, claim, suit, demand, or proceedings (including any sums paid by the Client whether before or after the commencement of legal proceedings) made or brought against the Client by a third party in respect of any of the products or services provided by the Company, or otherwise as a result of the Company's negligence, act or omission or any breach by or on behalf of the Company of any of its obligations, warranties or undertakings set out in this Contract and no limitation on liability set out in this Contract shall apply to or have any effect in respect of this clause.
The Client warrants in favour of the Company that as far as it is aware materials including but not limited to logos, graphics, icons, image, photos, animations, video, audio music and text supplied to the Company by the Client do not infringe any of the intellectual property rights, proprietary rights, title, trademark, copyright, patent or design rights of any third party.
The Client warrants that as far as it is aware any personal data held on individuals on the Website is held with the individual's knowledge or consent and is subject to the provisions of the Data Protection Act, with whom the Client holds current registration.
Following the Date of Going Live an acceptance period of 30 days will apply. During this period the Client will have the right to test the Website and accept or reject it if it does not meet the Client's requirements as set out in the Functional Specification.
If rejected, the Company will rectify any anomalies in order to ensure that the Website meets the Client's requirements as set out in the Functional Specification document during this period. Any rectifications after this period will either be subject to the terms of contracted Support Services or will be fixed subject to charges at the Company's prevailing hourly rate for programming and creative services.
Limitation of Liability
The Company, its employees or agents shall not be liable for any consequential damage or loss (including, without limitation, consequential loss of profits or business opportunity) caused to, or suffered by, the Client as a result of, or arising out of, any fault, defect or error in the services or operation of the Software or Website.
Subject to the above paragraph, the Company's total aggregate liability in respect of any and all claims (whether arising out of one or more incidents and whether in respect of the negligence of the Company) by the Client arising out of or in respect of the services or the use of the Software or the Website (other than in respect of death or personal injury caused by the negligence of the Company, its employees or agents or any fraud) shall in no circumstances exceed the total of the charges paid or payable by the Client in respect of the original products and/or services provided (or to be provided) under this Contract. This Clause shall survive termination of this agreement for any reason whatsoever.
The Company shall keep secret and confidential the Confidential Information and not disclose it to any third party. The Company may disclose the Confidential Information only:
with the Client's prior agreement as to manner, content and degree of disclosure, and
if required by law, with the Client's prior agreement as to manner, content and degree of disclosure.
The Client agrees that the Website produced shall only be used for lawful purposes and shall not intentionally use the service for the transmission of any material which is in violation of any law or regulation in the UK, or which is defamatory, obscene or in breach of third party intellectual property rights (including copyright).
All websites supplied by The Company are managed and updated by The Company's content management system. Under no circumstances will The Company be responsible or held accountable for any information or content put on to the website by The Client.
The contract may be terminated by either party where there is or has been a persistent breach of any provisions of this Contract or a material breach of this Contract and, with regard to any material breach, the party in breach fails to remedy the same within 14 days of written notice from the other demanding such remedy. In such cases the contract will be terminated immediately on written notice from the other.
The Client shall be entitled to cancel the Project or to cease work on the Project and terminate this Agreement, provided that all payments signed for in the quotation and/or agreed to in the Functional Specification will become immediately due for services performed in full up to the date of cancellation. No refund or part payment will apply in the result of a project terminated or cancelled by the Client. The client shall be entitled to a refund upon cancellation in respect of any services that have not been performed up to the date of cancellation.
Upon termination of this Contract for any reason, each party shall (except to the extent permitted or required to exercise or perform its continuing rights, licences or obligations hereunder) return to the other party all property of the other party (including any specifications, drawings and information provided by either party to the other) then in its possession, custody or control and shall not retain any copies of the same.
Termination or expiry of this Contract shall not affect any rights of either party in respect of any antecedent breach of this Contract by the other party nor shall it affect any accrued rights or liabilities (or the coming into force of any accrued rights or liabilities) of either party. The provisions of those clauses intended to have continuing effect shall continue in full force and effect following the termination or expiry of this Agreement.
A party to the Terms of Engagement shall not be liable for any delay in or failure of performance if: that delay or failure arises from circumstances or events beyond that party's reasonable control or foresight (‘a Force Majeure Event'); and
it has taken all reasonable measures with the object of avoiding or minimising the delay or impact of the Force Majeure Event; and
the party claiming the benefit of a Force Majeure Event has promptly given notice to the other party of the nature of the Force Majeure Event, an estimate of the duration of Force Majeure Event and the probable extent to which that party shall be unable to observe or perform its obligations under these Terms of Engagement. If any Force Majeure Event continues for a period of 14 days, the party not in default shall be entitled to terminate this Contract without liability.
All notices, requests, demands, consents, approvals or other communications (each a ‘Notice') in relation to either party or otherwise shall be in writing and shall be delivered by electronic mail or prepaid registered post or in person or transmitted by facsimile to the addresses or facsimile numbers set out in the party's details or such other address or facsimile number as the addressee may specify.
Any provision of these Terms of Engagement which is prohibited or unenforceable in any applicable jurisdiction shall be ineffective in that jurisdiction to the extent of the prohibition or unenforceability. Such prohibition or unenforceability shall not invalidate the remaining provisions of these Terms of Engagement nor affect the validity or enforceability of that provision in any other jurisdiction.
This Contract shall constitute the entire agreement between the parties in relation to its subject matter and shall supersede all prior agreements and understandings between them with reference to the subject matter of this agreement.
No amendment of any provision of these Terms of Business, nor any extension hereof, shall be valid or binding on a party unless made in writing duly executed by the parties hereto.
Except as otherwise expressly provided in these Terms of Engagement, no waiver in whole or in part of any of the provisions of this Agreement shall be valid or binding on a party unless in writing and duly executed by that party. Any waiver shall apply to the particular occasion in question and shall not be continuing and shall not constitute a waiver of any other provision.
Delay in Exercising Rights
Other than such failure or delay in respect of time limits specified in these Terms of Engagement, no failure to exercise and no delay in exercising any right, power or remedy under these Terms of Engagement shall operate as a waiver. No single or partial exercise of any right, power or remedy shall preclude any other or further exercise of that or any other right, power or remedy.
No person other than a party to this Contract may enforce this Contract by virtue of the Contracts (Rights of Third Parties) Act 1999.
This agreement, its interpretation, breach and enforcement shall be governed and construed in accordance with the laws of England.
What Data is collected and how we will use it?
When you register we collect data about you and your company such as your name, company name, address, email address and various details about your business.
We will use the information you provide to us for the following business purposes:
- If you are a client of Zero-One Design or become a client we will retain your contact and company information for the purposes of managing your account and supporting you.
- To advise you of new developments, products and services from Zero-One Design Limited.
We will only hold this information for as long as the purpose for which the data was collected continues. It is then archived or destroyed unless its retention is required to satisfy audit, legal, regulatory or accounting requirements or to protect our interests. Zero-One Design Limited will not sell, trade or rent your personal information to others unless you have given us your permission.
Sensitive Personal Data
We do our best to ensure that all information held relating to you is kept up-to-date and complete. We require you to send us updates of your current situation and if you want to be removed from our database. We will respond to your requests to amend or remove your information in an efficient and timely manner.
In order to keep up to date with your precise requirements you may from time to time receive relevant information and reminders from us connected to the service you have requested. This complies with The Privacy and Electronic Communications Regulations of 2003. If you would rather not receive any updates from us please contact us at firstname.lastname@example.org.