Terms and Conditions for Webladder’s Software Professional Services

1. Definitions and Interpretation

The definition and rules of interpretation contained in the Schedule apply to these Terms.

2. Scope of Services

1. Webladder will develop the Website using themes and in accordance with the specification described in the Chosen Package or as described in the Proposal.
2. The Client will provide any materials reasonably required by Webladder, without undue delay.
3. Webladder will provide up to three iterations for Websites which do not offer eCommerce services and five for eCommerce Websites iterations will not include any change of scope and all additional work will be charged at our standard rates and, unless we agree otherwise, paid in advance.
4. If extra iterations, additional functionalities or changes in scope are needed, Webladder will provide an estimate of additional fees and the timescale which will apply, the Client may choose to accept or reject such estimate.
5. Webladder will use reasonable efforts to complete the work within the time shown in the Chosen Package or in the Proposal, but time is not of the essence, and it has no liability if delays (for any reason) occur.
6. Webladder may include the following or a similar promotional statement on the home page of the Website “website designed and developed by webladder.co.uk”.

3. Website Hosting

If Webladder has agreed to host a site for you, it will use reasonable endeavours to ensure that such site is always available and will have in place the security measures to protect its network and information systems, but has no liability if, for the following reasons:

1. the occasion of a cyberattack, denial of service, ransomware or other threat coming from outside its systems which stops, disrupts, or interferes with the site, and/or its function.
2. if the servers used by Webladder need maintenance, suffer power outages or from other causes beyond the reasonable control of Webladder.
3. Webladder shall give the Client reasonable access to the server, so that it can make changes to such site.
4. Webladder shall only update the Website with Client Materials. It shall have no control over any other content on the Website and shall not be responsible for monitoring the same.
5. If Webladder has reason to believe that the Website is hosting illegal or immoral material, it may remove it, without refunding any fees paid.

4. Client Responsibilities

1. The Client will promptly provide Webladder with any and all Client Materials it reasonably requires.
2. The Client is fully responsible for Client Materials and for the content, accuracy, and completeness of all of them and shall indemnify Webladder against any and all damages, losses, and expenses arising as a result of any claim of any nature against Webladder in respect of the Client Materials.
3. The Client acknowledges that Webladder’s our ability to perform its obligations under these Terms is dependent on the Client’s full and timely cooperation.
4. The Client agrees to comply with any reasonable instructions given by Webladder in relation to the Website and any software used with it.

5. Fees and Payment

1. Unless otherwise agreed, the Client will pay us the Fee in advance.
2. Fees are exclusive of VAT.
3. Late Payments will incur interest at the rate of 8% from the due date until payment is actually made and Webladder may suspend its services, without liability, until payment in full has been received.

6. Intellectual Property

1. Webladder retains all Intellectual Property Rights in relation to the services it provides.
2. The Client has a non-exclusive, non-transferable licence to use all software and material used on the Website
3. The Client warrants that it has the right to use all Client Materials and that, where applicable, all necessary permissions and rights have been obtained.
4. Each party shall indemnify the other against all damages, losses, and expenses arising out of any claims or proceedings brought by a third party for the infringement of the third party’s Intellectual Property Rights by any part of the Website on the following conditions:
   1. the party being sued promptly notifies the other of the claim.
   2. the party being sued makes no admissions or settlements without the prior written consent of the other.
   3. the other party provides all information and assistance that is reasonably required; and
   4. the party being sued, gives the other sole authority to defend or settle the claim or proceedings.

7. Warranties

1. Each Party hereby warrants to the other that it has the full power and authority to enter, and perform its obligations under, these Terms.
2. Webladder shall perform reasonable care and skill in the Website design and hosting.
3. Webladder warrants that the Website shall be free of issues save those outlined in the Chosen Package or the Proposal for a period of 12 months from the date the Website is complete and will correct any errors it has caused at no additional cost to the Client.
4. The warranty provided in clause 7.3 shall not apply to any changes made by the Client, a third party or if the Client fails to follow instructions given by Webladder.

8. Liability

1. Webladder’s liability for any claims arising out of these Terms is limited to the amount paid by the Client for the services it has provided to the Client.
2. Webladder is not liable for any loss of profit, anticipated profits, revenues, anticipated savings, goodwill, or business opportunity, or for any indirect or consequential loss or damage (that is any loss or damage which does not arise, directly, from our actions or which are incidental to those action or which arise as a consequence of those actions).
3. Nothing these Terms shall limit or exclude either Party’s liability for death or personal injury caused by that Party’s negligence or for any other form of liability which cannot be limited or excluded by law.

9. Data Protection

1. All personal data that the Parties may use in connection with these Terms shall be collected, processed, and held in accordance with the provisions of the Data Protection Legislation.
2. Should the Website involve the processing of data such data will be processed in accordance with the Data Protection Act 2018 whose definitions shall apply to these Terms (and unless otherwise agreed between them) the Client will be the Data Controller and Webladder will be the Data Processor and Webladder will comply with the Client’s reasonable requirements for the processing of Personal Data.

10. Confidentiality

Neither party shall at any time (without limit) whether during or after the services have been completed, save for the purposes of those services, directly or indirectly, use for its own purposes or those of any other entity, or disclose to any entity,

1. any Confidential Information,
2. any document or information marked “Confidential”, or which the other party might reasonably expect to be confidential.

The obligations contained in this Clause shall cease to apply to any information or knowledge which may subsequently come into the public domain other than by way of unauthorised disclosure or to information required by a Court or government body or needed by sub-contractors to Webladder, to carry out its services.

11. Term and Termination

The agreement between you and us shall start when Webladder accepts you as a client and, subject to the provisions of this clause 11, end when the Website has been completed or when the term of any hosting contract has expired.

1. Without prejudice to any other rights or remedies which may be available to it, either Party may terminate such agreement with immediate effect by written notice to the other Party if:
2. any sum owing to that Party by the other Party under any of the provisions of these Terms is not paid within 20 Business Days of the due date for payment.
3. the other Party commits any other material breach of any of the provisions of these Terms and, if the breach is capable of remedy, fails to remedy it within 20 Business Days after being given written notice giving full particulars of the breach and requiring it to be remedied.
4. an encumbrancer takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party.
5. the other Party makes any voluntary arrangement with its creditors or being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
6. the other Party, being an individual or firm, has a bankruptcy order made against it or being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction);
7. anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party.
8. that other Party ceases, or threatens to cease, to carry on business; or
9. control of that other Party is acquired by any person or connected persons not having control of that other Party on the date of these Terms. For the purposes of this Clause 11, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.
   1. The termination or expiry of such agreement shall be without prejudice to any rights, remedies, obligations, or liabilities which have already accrued to either of the Parties under these Terms.

12. Force Majeure

1. Neither Party shall be liable for any event of Force Majeure or for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party.
2. In the event that either Party to these Terms cannot perform their obligations hereunder as a result of force majeure, the affected Party shall be entitled to a reasonable extension of the time for performing those obligations.
3. In the event that either Party to these Terms cannot perform their obligations hereunder as a result of force majeure for a continuous period of 60 days, the other Party may at its discretion terminate these Terms by written notice at the end of that period.

13. General Matters

1. The failure or delay by one Party in exercising any of its rights shall not be deemed to be a waiver of any rights it has to enforce that right, either in respect of that breach or any other breach.
2. Each Party shall do all that is needed to carry the provisions of these Terms into full force and effect.
3. Webladder may assign, mortgage, charge, sublicence, or otherwise delegate any of its rights hereunder without the written consent of the Client.
4. Webladder may perform any of the obligations it has undertaken through any suitably qualified third party.
5. The parties are not in any partnership, joint venture, agency, or other fiduciary relationship between each other the Parties other than the contractual relationship expressly provided for in these Terms.
6. These Terms are not intended to confer rights in favour of any third party.
7. Any notices required under these Terms, shall be given by email to the last email address used by the receiving party
8. These Terms supersede any previous agreement between the parties in relation to the matters dealt with in them and represents the entire understanding between them.
9. Time will not be of the essence in any part of these Terms.
10. The Client acknowledges and agrees that it has not entered into any agreement to which these Terms apply in reliance on anything said or promised by us which is not in these Terms.
11. These Terms contain the entire understanding between the parties.
12. If any court or tribunal decides that any provision of these Terms, the remainder will stand, amended as appropriate to make them enforceable
13. The laws of England and Wales shall apply to these Terms and only courts and tribunals in England and Wales can adjudicate upon them.

SCHEDULE

DEFINITIONS AND INTERPRETATION

Business Day	means, any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in London;
Chosen Package	the package you have selected on our Site;
Client Materials	means any and all content, information, data, documentation and other matter provided by You to the Developer for incorporation into the Website;
Confidential Information	means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with these Terms (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);
Data Protection Legislation	means all applicable legislation in force from time to time in the United Kingdom applicable to data protection and privacy including, but not limited to the Data Protection Act 2018; and the Privacy and Electronic Communications Regulations 2003 as amended;
Force Majeure	means, in relation to either Party, any circumstances beyond that Party’s reasonable control including, but not limited to, any strike, lockout, or other form of industrial action; shortage of components or raw materials; lack of, interruption to, or failure of any utility service, or lack of available facilities; non-performance by suppliers or sub-contractors; collapse of buildings, fire, explosion, accident, acts of God, storm, flood, drought, earthquake, epidemic, pandemic, or other natural disaster; terrorist attack, civil commotion or riots, war, civil war, threat of preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off diplomatic relation; nuclear, chemical, or biological contamination, or sonic boom; or any law or action taken by a government or public authority including, but not limited to, imposing an export or import restriction, quota, or prohibition, or failing to grant a necessary licence or consent.
Intellectual Property Rights	means patents, rights to inventions, copyright and related rights (including moral rights), trademarks, business names, domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use and protect the confidentiality of confidential information (including know-how and trade secrets) and all other intellectual property rights, whether registered or unregistered, and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms or protection which either subsist or will subsist now or in the future in any part of the world;
Proposal	The proposal to develop a website given by Webladder to the Client;
Site	www.webladder.co.uk
Us	Web Ladder Ltd – Company Registration Number: 15624965 – Trading Address: Web Ladder Ltd, 71-75 Shelton St, London, WC2H 9JQ