TERMS AND CONDITIONS Version Number 260220
For services supplied by We Are CODA Ltd Creative Original Design Agency Leeds
IMPORTANT NOTICE: These terms and conditions set out the agreement between our clients and us under which we will provide web services, marketing, advertising and all other services. It is, therefore, very much in your interest to read them carefully. If there is anything in the Terms and Conditions below that you do not understand then please contact us on 0113 834 3668. By commissioning We Are Coda Ltd you are agreeing to the terms and conditions below.
1.1 A contract is made as soon as work commences on any project between We Are CODA Ltd Creative Original Design Agency Leeds (“The Company”) and the you. (“The Customer”) / (“The Client”).
1.2 No variation of the terms of this contract however notified will be accepted unless authorised in writing by a Director of The Company.
2. Domain names
2.1 Domain names will be registered to The Client unless otherwise specified at the time of purchase.
2.2 We will register the domain name and its URL with the internet registration authorities and will pay the registration and rental fees on your behalf for the duration of the contract.
2.3 If you ask us to register a domain name for your web site, or have a domain name transferred to your account there is a minimum rental period of 24 months from the date we register or transfer the domain name. An additional administration fee will apply. If you cancel registration of this domain name or transfer the domain name to another internet service provider within this 24-month period, you may be charged a further administration fee.
2.4 For all .co.uk domain name registrations you are entering into a contract with Nominet UK. Their terms and conditions apply.
2.5 For all .com domain name registrations you are entering into a contract with INWW. Their terms and conditions apply.
2.6 We Are CODA Ltd will accept no liability for unsuccessful domain name requests.
2.7 We Are CODA Ltd reserve the right to suspend/cancel a domain renewal or registration.
2.8 Charges are none refundable once a domain name has been registered or re-newed.
2.9 The domain name registration period runs for 1 year after which time it will need to be re-registered. We Are CODA Ltd will invoice the customer 2 weeks in advance of the renewal date and the invoice will state to contact We Are CODA Ltd if The Client wishes to cancel renewal. If cancellation is requested within the 14 day period but not including the day of renewal of the domain name, we will cancel renewal and the invoice will be void.
2.10 The customer acknowledges that any dispute arising out of the use of it’s domain name requested by the customer will be resolved by the registration authorities i.e. Nominet
2.11 Domain names are registered on a on a first come first serve basis. Until the customer receives confirmation from We Are CODA Ltd that the name has been submitted for registration, there is no guarantee that the request has been successful.
2.12 We Are Coda Ltd own the full rights and ownership of the domain until the invoice for registration or renewal/re-registration has been paid at which time full rights and ownership is transferred/re-transferred back to The Client.
2.13 Should the invoice for registration or renewal of the domain name not be paid for more than 90 days We Are Coda reserve the right to change permanent ownership of the domain to We Are Coda Ltd via Nominet or similar registration body. Should this occur there will be additional charges should The Client wish to pay the original invoice and regain ownership of the domain name. Any outstanding invoices for registration/re-registration that have occurred and not cancelled according to clause 2.9 will still be due for payment in full.
3. Web Design
3.1 You acknowledge that in providing a web design service, we are not providing consultancy or any other advice in regard to the substantive information that you may choose to place on your web site.
3.2 If you order our web design service and cancel it before final approval of your web site you will be required to pay We Are CODA Ltd for the work undertaken (by us or our subcontractor). We Are CODA Ltd has no liability for pages provided directly by the customer.
3.3 If you order our web design service from us, you acknowledge that you are responsible for any content included on your site.
3.4 You acknowledge that you have copyright or permission to use any imagery and text supplied to us for use on your website. You also acknowledge that any Data you provide to We Are CODA Ltd for marketing is your own data and complies with all legal requirements including the Data Protection Act and GDPR laws within the UK. We Are CODA Ltd are not responsible or liable for any copyright or privacy breaches caused by imagery, data and text supplied by you.
3.5 We Are CODA Ltd will own all work, copyright, digital files and materials done on behalf of The Client until paid for in FULL by the Client – once the final invoice for any work done or materials such as printed matter has been paid We Are CODA Ltd will transfer ownership of the work to the Client. We Are CODA Ltd reserve the right to make an archive of any work done and use as required at a later date.
3.6 Should the invoice for the website or web design not be paid for more than 90 days We Are Coda reserve the right to disable the website by removing the files from hosting and keeping these files on archive until such time The Client pays the outstanding invoice for the website. Should this occur there will be additional charges based on our current hourly rate and the time it takes to reinstate the website should The Client wish to pay the original invoice and move the website back to live.
3.7 Digital archive files remain the property of We Are CODA Ltd and any request for digital artwork or digital copies of work will be transferred to the Client at the discretion of We Are CODA Ltd
4. Database sites
4.1 Unless specified in the quotation the customer is responsible for supplying all data in the agreed format.
4.2 Additional charges will be applied should you require We Are CODA Ltd to input data into the database. Data entry is not included in costings otherwise.
4.3 We Are CODA Ltd will own the website database until paid for in FULL by the Client – once the final invoice for any work done, software purchased or materials used has been paid We Are CODA Ltd will transfer ownership of the database to the Client. We Are CODA Ltd reserve the right to make an archive of any database and use as required at a later date.
4.4 Should the invoice for the website having a database such as WordPress or Magento not be paid for more than 90 days We Are Coda reserve the right to disable the database by removing it from the hosting server and keeping the last copy of the database on archive until such time The Client pays the outstanding invoice for the website/database. Should this occur there will be additional charges based on our current hourly rate and the time it takes to reinstate the database should The Client wish to pay the original invoice and move the database back to live.
5. Email, web hosting and your website
5.1 As part of the service you may be able to set up your own web site(s). If you do this you are responsible for the material that you or anyone else puts on your web site(s). All websites must be for legitimate purposes. You must include your contact details (e.g. email address) clearly on your web site(s).
5.2 Material on your web site(s) including any links from your web site(s), must not, and the use of it must not, in any way be unlawful. In particular, you must ensure that all necessary licences and consents (including those from owners of copyrights, performing rights and any other relevant intellectual property rights) have been obtained. We Are CODA Ltd reserve the right to check sites for infringements and remove any inappropriate material without prior notice. We Are CODA Limited will not be Liable for any breeches to licences, consents, copyrights, performing rights and any other relevant intellectual property rights of material / content on your website.
5.3 Data transfer is limited to 3 Gigabytes per month on our shared hosting platform and the specified amounts within the estimate for a dedicated server. The data transfer is the sum of all transfers resulting from the customers’ package. The additional volume of data transfer will be charged at a rate as specified in the quotation.
5.4 Allocated web space is 200mb on our shared hosting platform and is for use by the customer only and cannot be used by a third party; this includes running a server process. Additional web space will incur extra charges as outlined in the estimate. A dedicated server will give varying web space allowances as outlined in the estimate.
5.5 Where we provide you with email facilities, web hosting or other services that involve us providing storage space on our systems, we may impose limits (which we may vary from time to time) on the storage space we provide to you in order to ensure the quality of the service to you and other users. These limits may relate to the physical amount of web-space or the number of mailboxes made available to you, email messages that can be stored and/or the size of any attachments you can send. We may reject or delete material that exceeds a 10Mb limit. Each mail box will have a 50mb limit, additional limits may be applied which will incur extra charges as outlined in the estimate. All We Are Coda mail boxes are POP which is designed to delete messages from the mail server immediately. We can offer IMAP mail boxes as a separate service at additional cost.
5.6 We will issue you with a set of usernames and passwords for the required services. These are essential for your secure use of the service so you must ensure that they are kept confidential, secure and are used in accordance with all relevant instructions.
5.7 To ensure that the service remains secure, you must not change or attempt to change a username.
5.8 If we think there is likely to be a breach of security or misuse of the service we may: (a) change your password and then we will notify you that we have done this; and/or (b) suspend username and password access to the service (please also see paragraph 7).
5.9 If any password is being or is likely to be used in an unauthorised way or if you think that any username or password has become known by someone not authorised to use it, you need to inform us immediately.
5.10 If any of the information you give to us when you sign the contract for the services we have provided changes including payment details, you must inform us immediately.
5.11 Due to repairs, planned maintenance, upgrades or any other operational reason we may need to temporarily suspend the service. In this event, we will endeavour to provide you with notice if we feel the work may affect your website.
5.12 We may have to alter code or access numbers or technical specification associated with the service for operational reasons, and where we need to tell you about this we will give you as much notice as we can. The technical specification will only be changed where this will not materially affect the performance of the service.
NB Businesses using an AOL Internet Connection
Email services cannot be offered to customers using an AOL internet connection. Basically AOL blocks the standard email ports making it impossible to send out emails without excessive manipulation of the server which reduces the security of the system offered. Receiving emails works fine, it is just the sending that is affected. Customers wishing to take out hosting are advised to either change isp’s or to use a different provider to their AOL internet service for sending their business emails. Customers choosing the later are further advised that problems may occur if sending more then 10 emails within a 60 minutes time period, as AOL also impose a limit on the number of emails an account can send within a specified time period. This also applies to any other ISPs who block Port 25.
6.1 We will begin charging you for the service on the date that the service is provided and available for you to use.
6.2 Our standard payment terms are 30 days from the date of our invoice, other payment terms such as Pro-Forma, 7 Days, 14 Days or 60 days may apply depending on the product/service we provide and as outlined in the quotation we provide. Your invoices will also clearly show your payment terms. We understand and will exercise our statutory right to interest under the Late Payment of Commercial Debts (Interest) Act 1998 if we are not paid according to agreed credit terms.
6.3 Title to the goods remains with We Are Coda Ltd until the invoice is paid in full
6.4 Please make all cheques payable to We Are CODA Ltd
6.5 If we are unable to collect the payments from you as they fall due, we may suspend, withhold delivery or cancel the service and may forward the debt to an external agency for collection. You will pay our reasonable costs and expenses for collecting late payments.
6.6 We Are CODA Ltd will automatically invoice for the renewal of Domain Names Registrations, Secure Certificates and Web Hosting annually. Should you wish to alter, amend or cancel your contract please do so at least 2 weeks prior to your renewal date. Hosting, SSL Certificates and Domain renewals are not refundable or able to be cancelled after the renewal date. It is the clients responsibility to make their own note of the renewal dates on domain names and hosting.
6.7 In the event of failure to pay for ANY services (not just hosting) this could at the discretion of We Are Coda Ltd result in suspension of the hosting account (in addition to other measures that may be available to collect payment).
7. Contract Termination
7.1 Either of us can end this contract immediately on notice at any time if the other: (a) commits a material breach of this contract, which is capable of remedy, and fails to remedy the breach within a reasonable time of a written notice to do so; (b) commits a material breach of this contract which cannot be remedied; (c) is repeatedly in breach of this contract; or (d) is the subject of bankruptcy or insolvency proceedings, or an arrangement with creditors is made, or a receiver or administrator is appointed over any of their assets, or they go into liquidation.
7.2 We can end this contract with immediate effect if we have previously terminated your use of any service due to your breach.
8. Suspension of the service
8.1 Instead of terminating the service under paragraph 7 we can choose to suspend the service. If we do this we reserve the right to still end this contract at a later date. If we decide to suspend the service, a password or username (for any reason), we will restore it (if neither have ended this contract) when you satisfy us that you will only use the service as we have agreed or payment of outstanding invoices more than 90 days old are paid.
8.2 If we decide to suspend the service under paragraph 7, this contract will continue during the period of suspension and you will have to pay all relevant charges.
9. Matters beyond our reasonable control
9.1 If we cannot do what we have promised in this contract because of something beyond our reasonable control (including, without limitation, industrial disputes involving our employees), we will not be liable for this. If this continues for more than 14 days, you can terminate this contract immediately by giving us written notice. If the events continue for more than three months, we can terminate this contract immediately by giving you written notice.
10. Our liability to you
10.1 We have no liability (whether in negligence or otherwise) for any indirect or consequential loss, nor for any loss of opportunity, goodwill, reputation, business, revenue, profit, or savings you expected to make, wasted expenditure or data being lost or corrupted. This includes any damages or losses incurred by your business during a suspension/withdrawal of your web hosting service or website files or database because on non-payment of invoices more than 90 days old.
11. How this contract can be changed
11.1 We may change this contract, including our charges, at any time. We will give you at least 28 days notice of any changes before they take effect. You can end this contract by giving us seven days notice if we increase our charges or change the conditions of this contract to your detriment. The contact may not be cancelled for any reason should outstanding invoices be due on your account, these must be paid in full and then the contract may be cancelled.
12. How to give notice
12.1 If either of us gives a notice to the other under this contract this must be done either by emailing us at email@example.com, or in writing and delivered by hand or sent by pre-paid post to We Are CODA Ltd (b) To you: if you are a company at your registered address, or at the postal address you specify when registering for the service or an alternative address which you may give us, or at the email address provided to you as part of the service.
12.2 You are responsible for checking the mail sent to the email address provided to you as part of the service.
13.1 Neither of us shall be considered to have waived any right under this contract because of failure or delay in exercising that right.
14. Third party rights
14.1 A person who is not a party to this contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this contract but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
15. The law that relates to this contract
15.1 English Law governs this contract and we both agree to the exclusive jurisdiction of the English courts.
16. Search Engine Optimisation (SEO), Google Pay Per Click advertising (GPPC) and Facebook Pay Per Click advertising (FPPC)
16.1 By placing an order with We Are CODA Ltd for SEO, GPPC or FPPC, you confirm that you are in agreement with and bound by the Terms and Conditions below.
16.2 For GPPC or FPPC The Client is required to set up a monthly direct debit payable by credit card to Google or Facebook in advance of the contract proceeding. Any non-payments or failure to pay for Facebook or Google advertising is the responsibility of The Client.
16.3 There is a minimum sign up period for SEO, GPPC and FPPC of 90 days.
16.4 Once the minimum sign-up time has finished, the Client may choose to continue with the SEO, GPPC or FPPC contract on a month to month basis or terminate the service.
16.5 For SEO, GPPC and FPPC there will be a monthly management charge, this will be invoiced each month on a set date. The Client must set up a standing order for regular payments each month payable 1 day after an automatic invoice each month. Should the invoice not be paid for more than 30 days We Are Coda Ltd reserve the right to suspend the service until payment is received.
16.6 In the event the Client terminates the contract during the minimum sign up period the Client will not be eligible for a refund. We also reserve the right to bill for the remainder of the minimum sign up period if a Client terminates any time during the first 90 days.
16.7 Any significant additions and or significant amendments to an SEO, GPPC or FPPC campaign not outlined or agreed upon in the proposal will incur additional costs based on the amount of work requested. The Client will be supplied with a quote in advance of additional work proceeding. This will be payable within 30 days from date of issue.
16.8 An SEO campaign does not automatically guarantee a specific ranking in search engines or guarantee that any established ranking enjoyed by the client can be maintained. A GPPC or FPPC campaign does not guarantee a specific numbers of visitors to their website or other media because of natural fluctuations in the bidding procedure and competition.
16.9 We Are CODA Ltd will endeavour to use its best efforts to assist the Client to improve their website’s position on Google and on other Search Engines during the term of the SEO contract. We Are CODA Ltd will endeavour to use its best efforts to assist The Client to improve their GPPC and FPPC performance during the term of the contract.
16.10 We Are CODA Ltd cannot be held responsible or it deemed as failure to perform, or as breach of contract by the Client if efforts to improve the Client’s ranking under the terms of the SEO, GPPC or FPPC contract fail.
16.11 We Are CODA Ltd shall not be responsible for URLs dropped or excluded by a search engine for any reason.
16.12 Cancellation of SEO, GPPC or FPPC services require a 30 notice period after the initial 90 day minimum sign up period.
17. General additional terms
17.1 We Are CODA Ltd Creative Original Design Agency Leeds shall send the Client the following information by email to the specified email address: (a) future changes to We Are CODA Ltd charges or fees: and (b) any additional terms and conditions or changes to the way in which the Service shall be run: and (c) any changes to this contract: and (d) We Are CODA Ltd shall give the client no less than 30 days prior notification of those changes.
17 We Are CODA Ltd Creative Original Design Agency Leeds has the right to decide to whom they will provide services to.