Terms of Business.
This page (together with the Proposal, Privacy Policy, Acceptable Use Policy and our Cookies Policy) gives you information about The Website Group Limited, trading as “The Website Group” (“we” / “us“ / “our”) and these legal terms and conditions (“Terms and Conditions” / “Terms”) on which we provide our products (including add-on products) and services (including add-on services) to you. These Terms and Conditions will apply to any contract between us and you for the supply of our products and services. Please read these Terms and Conditions carefully before ordering any products or services from us. These Terms and Conditions, and any Contract between us, are only available in the English language.
The Customer’s attention is specifically drawn to the provisions of clauses 9 and 10 of these Terms and Conditions which set out The Website Group’s maximum liability to the Customer and the Customer’s potential liability to The Website Group.
1. Definitions
1.1 In these Terms and Conditions:
a) Business Day means a day other than a Saturday, Sunday or public holiday in England;
b) Charges or Fees means our charges for providing our products and services, including the Website Package;
c) Component means each individual component of the Website Package as further described in Clause 4;
d) Proposal means the document sent to you for electronic signature;
e) Agreement or Contract means the agreement formed between The Website Group Limited trading as The Website Group (‘The Website Group’) and the customer named on the Proposal (‘the Customer’). The Agreement is formed of these Terms and Conditions and the Proposal along with any ancillary documents referred to in these Terms and Conditions including, but not limited to, the Acceptable Use Policy and the Privacy Policy. The Agreement shall apply to the exclusion of all other terms and conditions including any terms and conditions which the Customer may attempt to introduce or rely on. The Website Group reserves the right to amend, add to or subtract from these Terms and/or the Proposal Terms at any time and without the consent of the Customer;
f) Eligibility Criteria means the criteria set out in Clause 3, as may be amended by us from time to time, that you must meet and continue to meet in order to be eligible to purchase our products and services;
g) Initial Term has the meaning set out in Clause 5.3;
h) Intellectual Property Rights means patents, rights to inventions, copyright and related rights, trademarks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered, which subsist or will subsist now or in the future in any part of the world 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 of protection which subsist or will subsist now or in the future in any part of the world;
i) Sales Date has the meaning set out in Clause 5.2;
j) Project Start Date has the meaning set out in Clause 5.1;
k) Website or Site or Sites means the website that we will build for you in accordance with these Terms and Conditions;
l) Website Content means any content, including but not limited to any text, images, logos, videos or sound files that you add to the Website yourself, via a third party or provide to us for inclusion in the Website in accordance with these Terms and Conditions; and
m) Website Package means our website package as further described in Clause 4
2. Information About Us and Contact Details
2.1 The Website Group Limited is a company registered in England and Wales under number 09426994, whose registered office is at Unit 12 4 Pindar Road, Hoddesdon, England, EN11 0FJ.
2.2 You may contact us by telephoning our customer service team at +44 (0)20 3198 7333 or by emailing us at info@thewebsitegroup.co.uk. If you wish to give us formal notice of any matter in accordance with these Terms and Conditions, please see Clause 13.
3. Eligibility Criteria
3.1 In order to enter into a Contract with us, you must be a business customer and not a consumer.
3.2 By entering into a Contract, you hereby warrant and represent to us that:
a) you are purchasing our products and services solely for use in connection with your trade, business, craft or profession and not for your personal use; and
b) you have authority to bind any business on behalf of whom you use our site to purchase products and services.
4. The Website Package and its Components
4.1 Our Website Package is made up of the following Components:
a) A registered .co.uk or .uk domain name: As part of our service, we can purchase, manage, and renew (annually) a single domain on your behalf until the termination or expiry of our Contract with you. In order for us to register your desired domain name, it must be an available, unregistered domain name. The Website Group will not be liable to the Customer where, for whatever reason whatsoever, a requested domain name is not successfully registered by us or subsequently becomes unavailable for registration. Where a domain name is unavailable or already registered, the Customer will be responsible for choosing an alternative, available, unregistered domain name. You may also choose to transfer an existing .co.uk or .uk domain to us, in order for us to manage the domain and annual renewals. Once a domain name has been transferred to us, it shall be treated in the same way as a domain name that was registered by us and the same terms shall apply.
You may, at the end of your contractual term, transfer the domain name to an alternative hosting solution / Domain Registrar for an administrative transfer fee of £99 + VAT per domain, payable to us, and providing that you have no outstanding debts on your account with us. In order to transfer a domain name mid-term, you will need to make an advance payment to cover the remaining months of your contract. We are not responsible for any third-party charges incurred by transferring a domain name to or from an alternative hosting solution / Domain Registrar. If you wish to change your domain name, we will need to register a new domain name at a cost of £49 + VAT per domain name, registered for one year from the date of registration.
If you do not renew your Contract with us in accordance with Clause 5, or breach your Contact in any way, or your contract is terminated for any reason whatsoever, following the expiry of the Initial Term, we will not pay any renewal fees in respect of that domain name and will allow the domain name to expire. We cannot guarantee the continued availability of a particular domain name if registration lapses. We are a Nominet registrar. For further information on domain names, please see Nominet’s terms and conditions available here: https://nominet.uk
b) Email addresses associated with the domain name we have registered for you: Depending on the Website Package and as outlined in the Proposal, the Website Package includes a number of email addresses (“email”) hosted and managed by us via our third-party servers. Each email address/email account is offered with 1GB of allocated server space.
Data Retention. The Services are not intended for archival purposes. You are solely responsible for maintaining independent backup copies of your emails, files, distribution lists and other content. We expressly disclaim any liability or responsibility for any loss, damage or destruction of your emails, files, distribution lists or any other content whatsoever.
Other Restrictions. You acknowledge and agree that you will not use any of the Services to (i) send high-volume, mass or bulk emails, (ii) store audio or video files (or other large files or media not intended for emailing), (iii) back up a hosting account, or (iv) any other uses in violation of our policies, as may be updated from time to time, including the Acceptable Use Policy. We may block, suspend or terminate any Services if you or your account is in violation of this Agreement.
Core Services. Our Email service provides you with the ability to send and receive electronic mail via the Internet using a personal email address linked to your domain name. In order to use our Email service, you must (i) provide all equipment necessary to establish a connection to the Internet, (ii) provide your own connection to the Internet and (iii) connect each of your email accounts to an email client, such as Microsoft Outlook or Apple Mail, that supports POP3 or IMAP email accounts.
Spam and Virus Protection. Our Email service includes spam and virus protection. All emails sent to and from your email address will automatically be scanned to assist in preventing spam and/or viruses from being transmitted to and from your email program and computer system, and this feature cannot be disabled or configured by you. You acknowledge and agree that our spam and virus protection feature is not guaranteed to be one hundred per cent (100%) effective or error-free and may delete email messages and/or attachments that you wish to send or receive or allow the transmission of spam and/or viruses to and from your email program and computer system. You acknowledge and agree that we shall have no liability to you or any third party with respect to our spam and virus protection feature, your failure to send or receive any email messages and/or attachments as a result thereof, or the transmission of spam and/or viruses to and from your email program and computer system.
Third Party Software and Support. We make no representations or warranties about any third-party software used by you to access the Services, and expressly disclaim any liability, damages, whether direct, indirect or consequential, or responsibility regarding the same. Support in setting up your email accounts on your computer system or other devices may be offered at the sole discretion of The Website Group. Where this support is provided, you agree that it’s done so at your own risk. The Website Group will not be liable to the Customer, whether in contract, tort, misrepresentation or otherwise (including negligence) for any consequential or indirect losses, costs, expenses or otherwise including, but not limited to, loss of profits, loss of revenue, loss of goodwill, loss of business, loss of data, or loss of opportunity.
Deletion of your Email mailboxes. If you cancel or do not do not renew your Contract with us in accordance with Clause 5, or breach your Contact in any way, or your contract is terminated for any reason whatsoever, we reserve the right to delete your Email mailboxes ten (10) days after we confirm cancellation of your Services or at any point that we are given ten (10) days written notice by you requesting the deletion of your Email accounts.
c) Hosting service: We will host the Website and email accounts on third-party servers. You acknowledge that hosting systems, servers and equipment may from time to time be inoperative or only partly operational as a consequence of mechanical breakdown, maintenance, hardware or software upgrades, telecommunication connectivity problems or other causes outside the control of us or our third-party hosting service providers. In the event of any faults or issues that affect our ability to provide any part of the Website Package, we will, as soon as reasonably practicable, arrange for the rectification of such faults or issues and the restoration of the Services to full operational capacity. Notwithstanding any language elsewhere in these Terms and Conditions, we will not be liable for any delay or failure to perform any obligations where the delay or failure results from any cause beyond our reasonable control, including acts of God, labour disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, war, or any issues whatsoever relating to our third-party hosting providers that are outside of our direct control.
You agree to make your own backups of any content and/or data. Our servers are not an archive and we shall have no liability to you or any other person for loss, damage or destruction of any of your content or data whatsoever.
No access shall be given to cPanel, File Manager, FTP or any other part of the server admin area. Content and web file changes shall be limited to text and images changes, and any other element changes made available by us, at our sole discretion, made available to you via the Content Management System (CMS) login that will be provided to you once the Website has been signed off in accordance with Clause 7.
d) Website creation and publication: Subject to receipt of the requested information in accordance with Clause 7, we will build and publish the Website.
e) On-Site Search Engine Optimisation (SEO): In order to optimise the Website for the search engines, our SEO-friendly and Extensive SEO optimisation services may include:
– An XML sitemap, robots.txt and htaccess file. The contents of which can only be modified by and at the sole discretion of The Website Group;
– The option, using the tools made available via the Content Management System, for you to add your chosen: Page Titles and Description Tags, Heading Tags (H1, H2, H3 etc), Image Alt Tags, Internal & External Links and Optimised Text Content based around your targeted search terms;
– The inclusion of certain Meta Tags, defining the website language and viewport;
– The option for you to add certain Meta Tags to the website, using tools made available via the Content Management System in order to set Title and Description tags for certain supported Social Media Platforms ‘Social Media Integration’;
– The use of one, or a combination of multiple, website caching plugins and/or technologies designed to improve the website’s performance.
Where Extensive SEO is offered, we shall include an analysis tool within the Content Management System designed to offer certain suggestions for optimising your written website content for the search engines.
Where agreed by and at the sole discretion of The Website Group, any further requested optimisations of the Website may be carried out by us at a cost of £75 + VAT per hour, subject to change. To protect the security and functionality of the website, no access for making such changes, or any other changes that cannot be made by you using the Content Management System login provided in accordance with Clause 4.1 F, shall be granted to any third party for any reason.
You acknowledge that the order in which websites are ranked in the natural search results on search engines such as Google is controlled by the search engines. The Website Group has no control over the policies of search engines with respect to the type of websites and/or content that they accept now or in the future. The Customer’s website may be excluded from any directory or search engine at any time at the sole discretion of the search engine or directory and The Website Group shall not be held responsible or liable for any such exclusion or drop in search engine position for any reason whatsoever.
Whilst the website can be optimised for the search engines, we are unable to make any guarantees about the success of any search engine promotion activity. Our Website Packages do not include off-site SEO, such as link building etc.
f) Website Content changes: Central to the design of the website will be a Content Management System (CMS) that will allow you to make certain changes to the Website, such as replacing text and images. We will also install a visual editor within the CMS to make things easier for you when making such text and image changes.
In order to protect the website from possible conflicts and/or security issues relating to the installation of any third-party plugins and/or issues relating to erroneous code, amongst other restrictions implemented at our sole discretion to areas of the CMS, such as the file manager, you will not be able to install any plugins. Providing a plugin meets our security standards, does not conflict with your existing website functionality and at our sole discretion, we will install plugins for you upon your written request, for a current charge of £75 + VAT per hour, subject to change. A quotation for such works can be provided by us following your written request and subject to any necessary information being provided to us and will include time for testing, to ensure that the website is functioning as expected following the plugin installation.
g) SSL (Secure Socket Layer) Certificate: In order to establish a secure connection for visitors to the website, we will install an SSL Certificate via Let’s Encrypt; a third-party security service that offers free SSL certificates. You agree that should Let’s Encrypt no longer offer the SSL Certificate free of charge, you will need to cover any associated costs in order to continue benefitting from an SSL Certificate. We may change the provider of the SSL Certificate at any time without notice.
h) Support: Our responsibility to provide support is limited to diagnosing problems with the functionality of the website itself, so as to ensure that the website functions as it did when first signed off by you in accordance with Clause 7. However, at our sole discretion and on a best-effort basis, we may attempt to assist with other things such as guidance on the use of the Content Management System, website scripting, website optimisation and malware removal. Where such support is offered, it is done so without warranty. The customer agrees to indemnify The Website Group against any loss or damage, direct or consequential, arising from the provision of this support.
We may suggest products, applications and third-party services. The customer is wholly responsible for any actions taken and The Website Group makes no warranty as to the suitability of these services and accepts no liability for any loss or damage arising from their use.
You may contact our Support team by telephone during our business hours at +44 (0)20 3198 7333 or by emailing support@thewebsitegroup.co.uk. We may require that certain information relating to any issues raised with us is sent to us in writing by email.
We will endeavour to respond to all support requests within one (1) business day. Where this is not possible, we will endeavour to respond within a maximum of five (5) business days.
4.2 We may offer you certain add-on products in addition to the Website Package. We may notify you of the specific terms relating to such add-on products at the time at which they are offered, including price, payment, delivery and cancellation, which shall apply to the provision of add-on products in addition to these Terms and Conditions.
4.3 Certain add-on products may not be available to all customers and, where we act as an intermediary in respect of third-party add-on products, we shall not be liable for any damages, losses or expenses of any kind due to the use of such third-party add-on products.
5. Formation of the Contract and Duration
5.1 You may discuss your order with our operatives by telephone or by email. A written Proposal will then be sent to you via email for you to sign electronically.
The Project Start Date: The Project Start Date offered on the Proposal will be valid for a period of two (2) business days from the time of us sending the proposal to you via email, using our third-party e-signing service. Should the Proposal not be electronically signed by you within the initial two (2) business days, you may be allocated an alternative Project Start Date. Should the Project Start Date be different from the one originally offered to you on the Proposal, you will be notified of the new Project Start Date in writing, which shall be deemed accepted by you, unless you advise us otherwise, in writing, within seventy-two (72) hours of such notification being sent to you.
5.2 The date on which you electronically sign the Proposal will be the Sales Date.
5.3 The Contract will remain in force for twelve (12) months from the Sales Date (“Initial Term”), subject to its renewal in accordance with Clause 5.4 or its earlier termination in accordance with these Terms and Conditions.
5.4 Subject to its earlier termination in accordance with these Terms and Conditions, the Contract will automatically renew at the end of the Initial Term for a further period of twelve (12) months and shall continue to renew automatically thereafter for additional periods of twelve (12) months, each such additional period commencing on the anniversary of the Sales Date. Such renewal date each year shall be referred to as the ‘renewal date’.
5.5 If you do not wish to renew the Contract, you must notify us in writing a minimum of seven (7) days prior to the renewal date.
6. Termination and Withdrawal
6.1. We may terminate all or part of the Contract with immediate effect by giving written notice to you if:
a) You commit a material breach of any of these Terms and Conditions which breach is irremediable or (if such breach is remediable) fail to remedy that breach within a period of fourteen (14) days after being notified in writing to do so;
b) You repeatedly breach any of these Terms and Conditions in such a manner as to reasonably justify the opinion that your conduct is inconsistent with you having the intention or ability to give effect to these Terms and Conditions;
c) You cease or threaten to cease to carry on the whole or any part of your business or you fail to pay your debts as they fall due for any reason whatsoever;
d) Any step or action is taken in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business, or if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
e) An administrator, receiver, manager or supervisor of a composition or scheme is appointed or applied for by you;
f) You undergo a change in control (other than as a result of reorganisation, amalgamation or reconstruction without insolvency);
g) You are the subject of a receiving order in bankruptcy (or in Scotland are sequestrated or in Northern Ireland are adjudicated bankrupt) or suffer execution, distress, any form of diligence or seizure to be levied or effected on or against your premises, assets or effects; or
h) We suffer from any event or circumstance which is beyond our reasonable control or which we could not reasonably be expected to have taken into account at the Sales Date and which results in or causes our failure to perform any or all of our obligations under the Contract.
6.2 We may terminate our Contract with you with immediate effect upon written notice to you if we have upgraded, amended or disposed of the products and services to be provided to you thereunder such that we are unable to perform our obligations under the Contract. Upon such termination by us pursuant to this Clause 6.2, we may seek to enter into a new Contract with you in respect of our upgraded, amended or new products and services. In the event we terminate the Contract pursuant to this Clause 6.2, you shall be entitled to a refund of an amount equal to the fees paid for the month in which we terminated the Contract.
6.3 A Consumer is entitled to a fourteen (14) day cooling off period from the initial Sales Date under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013. Given the online nature of the Services, there may be circumstances where The Website Group is unable to commence provision of the Services until the cooling off period has expired or unless the Customer has expressly waived their right to a cooling off period. Where you wish to cancel during this cooling-off period, you must do so in writing.
6.4 We may withdraw any package product, service, or any promotional offer related to a package product, at any time without notice. Where we do so and subject to Clause 6.2, we will endeavour to honour any Contract for that package which has been formed prior to the date of the withdrawal.
7. Website Design, Website Content and Intellectual Property Rights
7.1 You must provide any requested information to us, such as the web design questionnaire, a minimum of 24 hours prior to your Project Start Date, or within two (2) business days of us requesting any information from you throughout the duration of the web design process. Failure to do so may result in us temporarily pausing work on the Website. If work is paused for any reason, you will need to wait until our next available Project Start Date before work will be continued. All information and content relating to your project must be sent via email or via our project system: myproject.thewebsitegroup.co.uk. We do not accept Website Content sent to us via post or facsimile.
7.2 We will fill text areas on the Website with dummy / random content. This can later be replaced by you via the Content Management System with your own content, following your final sign-off of the Website and before the Website is made visible to website visitors. You will be entirely and solely responsible for your own website content. Content is not provided by us as part of the Service. Where any written content is provided by The Website Group, for any reason, including any Terms and Conditions wording, Privacy Policy wording, GDPR wording, Cookie Policy wording or any other wording whatsoever, this shall be considered placeholder text and does not, and is not intended to, constitute any form of legal wording or advice.
7.3 Any images or video content provided by us shall be sourced from either our existing collection of stock photos, illustrations and videos or from other third-party royalty-free image and stock video footage providers offering such content free of charge. We will not provide any paid-for images or videos whatsoever, nor will we be responsible for any changes, modifications or edits whatsoever to any images or videos used on the Website. You will need to supply your own business logo to be used on the Website.
7.4 You will retain all Intellectual Property Rights owned or licensed by you which are provided to us, or added to the Website by you via the Content Management System, as part of the Website Content. We will retain all Intellectual Property Rights owned or licensed by us which are made available to you or used or developed by us in the course of the provision by us of our products and services.
7.5 You must obtain permission to use any third-party Intellectual Property Rights that you provide to us, or add to the Website yourself via the Content Management System, as part of the Website Content. By entering into the Contract, you warrant that you have the legal right to provide such Intellectual Property Rights to us for the purposes of the Contract. We reserve the right to request evidence that such permissions have been obtained.
7.6 You shall indemnify us from and against all liabilities, costs, expenses, damages and losses (including without limitation any direct, indirect or consequential losses, loss of profit, loss of business or sales, loss of or damage to goodwill or our reputation and all interest, penalties and legal and other professional costs and expenses) arising out of or in connection with any actual or alleged infringement of any third party Intellectual Property Right relating to or in connection with the performance of our obligations under the Contract, except where such infringement arises from information or other materials or services provided by us.
7.7 The Website Content, including any advertising of products or services related thereto, must comply and you undertake to provide that it will comply with any description and warranties made, all applicable laws (including without limitation relevant advertising and broadcasting regulations, consumer credit legislation and the Trade Descriptions Act 1968), the Contract including these Terms and Conditions, and any of our standards for acceptable content provided or made available to you from time to time. We reserve the right (but undertake no duty) to make a determination as to whether the Website Content is in compliance with the above and we may immediately suspend or terminate services if we determine that such Website Content does not comply. If you are advertising goods in the course of your trade or business this must clearly be stated during the order process.
7.8 We may monitor your use of our products and services.
7.9 You shall indemnify us from and against all liabilities, costs, expenses, damages and losses (including without limitation any direct, indirect or consequential losses, loss of profit, loss of business or sales, loss of or damage to goodwill or our reputation and all interest, penalties and legal and other professional costs and expenses) arising out of or in connection with any breach by you of Clause 7.7 or otherwise in connection with the Website Content, except where such breach arises from information or other materials provided by us.
7.10 Subject to clause 7.1, on the Project Start Date, we will begin works on the Website homepage.
7.11 For each page of the Website, we shall endeavour to present an initial design to you within three (3) to five (5) business days of such works commencing, however, this may take longer for more complex websites, or where there are any unexpected issues with the build, including any delays in us receiving any requested information from you. The same timeframe shall apply to each requested revision.
Once ready, we will provide you with a link to the page, which must be viewed by you on a desktop or laptop computer, with a minimum screen size of 13 inches. Should there be any element of the design that you would like us to amend, you must make such elements clearly known to us, in writing, for example, “the main-menu area in the header section”. You must also clearly describe the requested changes, for example, “change the colour of the main menu links from black to red”. You may present us with one (1) complete list of such requested changes, each time a new page design is sent to you for review. Once the requested changes have been made to an element, it shall be deemed as complete and signed-off and no further changes to such elements shall be made. In order to progress the build, any elements not listed at the time you provided us with your initial list of requested changes shall be deemed as fully accepted and signed-off. We will not re-design or amend any elements already deemed as accepted.
Once you have signed off the page by email or via the project system, or once there are no further elements to be signed off, the page will be deemed as complete. If we do not receive a response from you within two (2) business days of us sending a page design or subsequent revision to you for review, the entire page shall be deemed as accepted and fully signed off.
We may, at our sole discretion, decide to send a group of pages to you at one time for review and sign-off instead of on a page-by-page basis. For the purposes of review and sign-off, such groups of pages shall be treated as a single page subject to review and sign-off following the process set out above in this Clause 7.11.
This design process, ‘the Design Process’ as set out in clause 7.11 shall apply to each page, or group of pages, of the Website. Once all pages, or groups of pages, are deemed complete, the entire website shall be deemed as fully signed-off by you.
7.12 Following the sign-off of the Website, in accordance with Clause 7.11, the website will be made desktop, mobile and tablet responsive to a minimum screen width of 375px and to a maximum screen width of 2048px. You agree that this stage of the Design Process will not be subject to further review or your sign-off, however, we will ensure that the Website adapts to different screen resolutions.
7.13 You acknowledge that different web browsers often interpret or display website source code in different ways, resulting in potential differences to the website when being viewed on different web browsers and/or devices. We offer no guarantees that the website will look and function in exactly the same way across all devices or web browsers, including different versions of the same web browser.
7.14 The Website shall comprise only the pages listed in the ‘Pages and Website Organisation’ section of the Proposal unless otherwise included as part of the Website at the sole discretion of The Website Group. Additional pages can be purchased at the sole discretion of The Website Group, based on a written quotation provided to you, by us, at the time of your request.
7.15 Customers on the Enterprise Website Package may be offered a feature referred to on the Proposal as ‘User Added Pages’. Where this feature is offered, customers may duplicate any of the Website pages listed on the Proposal, and subsequently created by us in accordance with Clause 7.11, via the Content Management System an infinite number of times, subject to our Fair Use Policy of ten (10) User Added Pages per month (unless otherwise agreed by us in writing).
7.16 Unless otherwise agreed by us in writing, the Website pages shall consist only of static text, static images, hyperlinks, embedded video and in the case of ‘contact pages’ a single-step web form consisting of a maximum of seven (7) text fields and a submit button. Additional elements may be included at the sole discretion of The Website Group.
7.17 Unless otherwise agreed by us in writing and in addition to the header and footer areas, each page of the Website shall consist of a maximum of four (4) sections. You agree that a ‘section’ shall be defined as an area of a web page that either:
a) Exists in its own Row element within the Content Management System’s visual page builder; or
b) Exists its own Section tag within the Website HTML code; or
b) Begins with a heading tag, e.g. H1, H2, H3 etc; or
c) Is different in design, layout or function to the content above or below it, including web forms, carousels and sliders, charts and graphs, and including any area of the web page that has a different background colour to the area above or below it; or
d) Occupies 1500px (pixels) in height on any device or screen resolution. Subject to any of the above, each 1500px of height shall be deemed as a new section.
7.18 For eCommerce websites, any eCommerce-related pages including, but limited to, Product pages, Checkout pages, Cart pages or Mini-Cart sections made available on other pages of the Website, Shop pages, Category pages, Sub-Category pages and any product-related sections included on any page of the Website shall be provided as per the default configuration, default functionality, default layout and default design set out for such pages by the eCommerce plugin developers and any associated theme used for the creation of the Website at our sole discretion. Unless otherwise agreed by us, in writing, such areas and pages of the Website shall not be customised.
7.19 For eCommerce websites, you shall be responsible for the creation and management of any product pages, which can be added by you via the Content Management System. Products to be listed on the Website shall be treated as Website Content in accordance with Clause 7.2 and The Website Group shall not be responsible for adding such Content to the Website. In accordance with our Fair Use Policy, you may add a maximum of 2500 products to the Website, unless otherwise agreed by us in writing.
7.20 Where offered to you as part of the Proposal and as per the default configuration, default functionality, default layout and default design set out for such pages by the Content Management System and any associated theme used for the creation of the Website at our sole discretion, you will be able to create blog post pages and category pages via the Content Management System. Blog post pages can be allocated to blog post categories via the Content Management System, to be displayed under such category pages on the Website automatically. Such pages are referred to on the Proposal as ‘Dynamic Pages’.
7.21 Following the signing off of the Website in accordance with Clause 7.11, a training session will be offered to you from a selection of dates and times. You will need to confirm your chosen date and time in writing, via email and also make us aware if the telephone number that we should contact you on for the training session is different from the one provided by you on the Proposal.
If you are unavailable to take part in the training session for any reason, you must give us notice, in writing, a minimum of twenty-four (24) hours before the session is due to take place. Failure to do so may result in us refusing to offer an alternative training session and you will instead need to rely solely on pre-written documents to guide you through the process of managing the Website Content via the Content Management System. Where such notice is given, we shall offer an alternative date and time once only.
Unless otherwise agreed by us, in writing, or at the time of the call, the training session will last for a maximum of thirty (30) minutes. During the session, we shall offer guidance over the telephone on making basic Website Content changes using the provided Content Management System.
To simplify the training process, we may also give you the option to view our computer screen remotely. This may require that you install third-party software. We make no representations or warranties about any third-party software used for such purposes, and expressly disclaim any liability, damages, whether direct, indirect or consequential, or responsibility regarding the same. Remote viewing of our screen is an optional part of the training process.
If you require any further training following the initial training session, we may refer you to pre-recorded or pre-written guides.
8. Charges, Payment and Identification
8.1 The Customer shall pay the Charges in cleared funds in the amount, method and intervals set out in the Contract.
8.2 Any sums stated are exclusive of VAT or similar taxes, levies or duties which are payable by the Customer in addition.
8.3 The Website Group may conduct a credit and/or identity check on the Customer including, where the Customer is a corporate entity, the directors and shareholders of a Customer. The results of such credit and/or identity checks may be shared with The Website Group’s Associated Companies and with other third-party entities. The Customer consents to The Website Group carrying out such checks and retaining and sharing the results of such checks. The Customer also agrees to provide, if requested by The Website Group or any appointed third-party referencing, credit or identity verification agency, any proof of identity and/or proof of address requested in the form of, but not limited to a current passport, current full UK driving license photocard, original birth certificate, recent utility bill.
8.4 The Charges due upon commencement of, and upon each subsequent renewal of the Contract shall total twelve (12) times the monthly payment amount as set out in the ‘Payment Schedule’ section of the Proposal or as otherwise amended or agreed by us in writing. You agree to pay the total Charges for the Website Package in twelve (12) equal monthly instalments. The first payment shall be made by the Customer on the Project Start Date and subsequent monthly payments shall be made on the corresponding day of the month thereof, which may not be amended by the Customer unless otherwise agreed by us, in writing and at our sole discretion.
8.5 Separate invoices may be raised for any agreed additional Services. Any such sums are due within 7 days of the invoice date.
8.6 Failure to pay any Charges within 7 days of an invoice payment due date may result in the website and all services being suspended and the full outstanding balance for the remaining monthly instalments shall become due and payable by the Customer immediately unless otherwise agreed by us in writing. Outstanding Charges may be passed to a third-party collection agency which may result in additional charges being made to the Customer.
8.7 Interest may (at our sole discretion) be charged on any outstanding amounts owed to us at a rate of 8% per annum above the Bank of England base rate. Such interest shall accrue on a daily basis from the due date until actual payment in full of the outstanding amounts, whether before or after judgment.
8.8 If full and cleared payment is not made when due, The Website Group may apply a monthly late payment charge of £14 +VAT.
8.9 An additional late payment charge of £14 +VAT will be added to each unpaid invoice for every month that it remains unpaid.
8.10 In addition to any outstanding arrears, unpaid charges will continue to accrue even if the contract is subsequently terminated. All charges and fees shall be in Pound Sterling (GBP). Debts may be passed to a third-party collection agency at any point. Any third-party recovery fees, legal fees, or other charges incurred in recovering the debt will be payable by the Customer in full.
8.11 The Website Group reserves the right to increase the Charges payable for the provision of the Services at the point of each Contract renewal by giving the Customer at least 30 days’ written notice of such price rise. The Website Group also reserves the right to adjust the Charges at any time by giving the Customer at least 30 days’ written notice of such price rise if the cost to us in providing products or services to you increases.
8.12 After signing the Proposal electronically, you will be prompted to, and agree to, set up online a Direct Debit for us to collect payments. This Direct Debit must remain active throughout the entire duration of the Contract. Unless an alternative payment arrangement is first agreed by us in writing, the Cancellation of your Direct Debit may result in the website and all services being suspended without notice and the full outstanding balance for the remaining monthly instalments becoming due and payable immediately. You are responsible for checking your Bank Account to ensure that Direct Debit payments are being successfully debited on time. If any Direct Debit payments are not collected for any reason whatsoever, you agree to make an immediate payment via Bacs or Debit / Credit Card to cover any outstanding arrears. You agree that we may, where there are technical difficulties, or for any reason whatsoever, at our sole discretion, require that payments are made to us by either Bacs, Standing Order or Debit / Credit Card instead of Direct Debit. You agree to set up a new Direct Debit, within 7 days of our request, should we need to cancel an existing Direct Debit for any reason whatsoever.
8.13 If you cancel your Contract with us within the time limit specified in clause 6.3 above you will receive a full refund less any charges we have incurred in relation to the preparation for and publication (if applicable) of the Website.
8.14 A Consumer is entitled to a fourteen (14) day cooling off period from the initial Sales Date under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013. Outside of this timeframe and once any work has commenced whatsoever, the full Charges for the Services shall become due.
8.15 Refunds requested in any other circumstances will be given solely at our discretion.
8.16 Without prejudice to its other rights and remedies, in the event of non-payment by the Customer within 14 days of the due date, The Website Group shall be entitled to delete the Customer’s data without any obligation to back up such data.
9. Liability
9.1 The provisions of this clause 9 set out the entire liability of The Website Group (including any liability for the acts or omissions of its employees, consultants, agents and authorised representatives) to the Customer in relation to the Agreement.
9.2 Nothing in the Agreement excludes or limits The Website Group’s liability for death or personal injury caused by the negligence of The Website Group, fraud or a breach of section 12 of the Sale of Goods Act 1979.
9.3 Subject to clause 9.2 above, The Website Group will not be liable to the Customer, whether in contract, tort, misrepresentation or otherwise (including negligence) for any consequential or indirect losses, costs, expenses or otherwise including, but not limited to, loss of profits, loss of revenue, loss of goodwill, loss of business or loss of opportunity.
9.4 Subject to clauses 9.2 and 9.3 above, The Website Group’s total liability to the Customer shall not exceed one and a quarter times the amount of the Fees paid by the Customer, in relation to the Services, to The Website Group in the 12-month period preceding the incident giving rise to the claim.
9.5 The Customer accepts that the allocation or risk under the Agreement is a fair reflection of the nature of the Services and the level of the Fees charged for the Services.
10. Customer Indemnity
10.1 The Customer shall fully indemnify and hold The Website Group and its Associated Companies, employees, offices, agents and partners harmless from and against any action, demand, cost (on a full indemnity basis) losses, penalty, damage, liability claim or expense (including legal fees on an indemnity basis) whatsoever incurred by The Website Group and arising from:
10.1.1 the Customer’s breach of the Agreement, negligence or other default;
10.1.2 the operation or breakdown or any IT system owned or used by the Customer; or
10.1.3 the Customer’s use or misuse of the Services.
11. Complaints
11.1 A complaint is any expression of dissatisfaction, whether justified or not, about any aspect of our products or services. We view complaints as an opportunity to learn and improve for the future, as well as a chance to put things right for you. We therefore:
a) provide a fair complaints procedure which is clear and easy to use for anyone wishing to make a complaint;
b) publicise the existence of our complaints procedure so that people know how to make a complaint;
c) ensure that our staff know what to do if a complaint is received;
d) ensure that all complaints are investigated fairly and in a timely way; and
e) gather information which helps us to improve the way we carry out our business.
11.2 Please send all complaints to support@thewebsitegroup.co.uk. We will endeavour to respond to complaints within two (2) business days of receipt by us. Where this is not possible, we will endeavour to respond within a maximum of five (5) business days.
11.3 For any abuse complaints (phishing scams, spam e-mails etc.) please send all complaints to support@thewebsitegroup.co.uk. We will endeavour to respond to complaints within two (2) business days. Where this is not possible, we will endeavour to respond within a maximum of five (5) business days.
11.4 For complaints relating to domains administered by Nominet, you may make a formal complaint about a registrar to Nominet (the UK registry) here: https://www.nominet.uk/complaints/. For any other complaints, you may contact the relevant registry.
12. Changes to these Terms and Conditions
12.1 We may change these Terms and Conditions at any time and we will notify you of such changes via our website thewebsitegroup.co.uk (or via any other methods we may, in our discretion, choose to use). Your continued use of the products and services under a Contract shall be deemed acceptance of the amended Terms and Conditions.
13. Notices
13.1 Any reference in these Terms and Conditions, to “in writing” shall include e-mail.
13.2 Any notice or other communication given by you to us, or by us to you, under or in connection with the Contract shall be in writing and sent by pre-paid first class post or other next working day postal service or e-mail.
13.3 A notice or other communication shall be deemed to have been received: if sent by pre-paid first class post or other next working day recorded postal service, at 9.00am on the second Business Day after posting or if sent by e-mail, one (1) Business Day after transmission.
13.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee. Unless otherwise specified by the Customer in writing, email will be sent to the Customer at any of the following:
a) The email address to which the Proposal was initially sent to;
b) The email address provided by the Customer at the point of electronically signing the Proposal;
c) Any email address provided to the Customer as part of the Service offered by The Website Group; or
d) Any email address used by the Customer to communicate with The Website Group at any point.
13.5 The provisions of this Clause shall not apply to the service of any proceedings or other documents in any legal action.
14. Entire Agreement
14.1 These Terms and Conditions, the Proposal, the Acceptable Use Policy, our Privacy Policy and our Cookie Policy constitute the entire agreement between you and us and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.
14.2 You acknowledge that in entering into a Contract you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms and Conditions, the Proposal, the Acceptable Use Policy, our Privacy Policy or our Cookie Policy.
14.3 You and we agree that neither of us shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
15. Third Party Rights
A Contract is between you and us. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
16. Assignment
16.1 We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of our rights and obligations under a Contract, but this will not affect your rights or our obligations under a Contract.
16.2 You will not assign or otherwise transfer the Contract or any of your rights and obligations under the Contract, without our prior written consent. Any assignment or transfer in violation of this Section 16 will be void.
16.3 Subject to the foregoing, the assignment of Contract will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns.
17. Severance
Each of the Clauses of these Terms and Conditions operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining Clauses will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from the Contract but the rest of the Contract will remain in full force and effect.
18. Waiver
The failure by us to enforce any provision of the Contract will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.
19. Law and Jurisdiction
19.1 A Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
19.2 We both irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with a Contract or its subject matter or formation (including non-contractual disputes or claims).
Acceptable Use Policy
Introduction
The Website Group has created this Acceptable Use Policy (AUP) to protect our resources, and the resources of our customers and peering networks in order to provide a high-speed network, high availability services and to ensure that The Website Group complies with all relevant UK laws. This AUP must be read in conjunction with our Terms and Conditions.
It is the responsibility of all customers of The Website Group to ensure that they comply with the latest edition of the AUP at any given time.
This AUP may be revised, without notice, at any time, at the sole discretion of The Website Group. Completion of the relevant application form, or completion of the Proposal, or connection to the service for the first time, is deemed to be an agreement to our Terms and Conditions and this AUP.
In the event of a breach of this policy, The Website Group reserve the right to terminate all or part of any service with immediate effect, without recompense, and delete any files held on our servers and/or any third-party servers.
Compliance with UK Law
It is an offence under UK law to transmit, receive or store certain types of files.
Customers may not use our services to engage in activities, or store, transfer or receive material of an indecent, offensive or otherwise illegal nature. Any such activities may result in prosecution by the UK authorities under the relevant statutory provisions including but not limited to the Computer Misuse Act 1990, the Protection of Children Act 1978, the Criminal Justice Act 1988 and the Prevention of Harassment Act 1997. This includes but is not limited to;
• Abusive scripts are scripts which interfere with our systems and/or the accounts of other customers, cause harm to any other computer system or user, or engage in any type of fraudulent activity.
• All content uploaded to the hosting service must conform to UK law. It is the Customer’s sole responsibility to ensure this. Storage, distribution of or transmission of illegal materials may lead to investigation and possible prosecution by the relevant authorities.
• You must not gain or attempt to gain unauthorised access to any computer systems for any purpose. Such action may lead to criminal prosecution under the Computer Misuse Act. You must not send data to the internet using forged addresses or data which is deliberately designed to adversely affect remote machines (including but not limited to denial of service (DDoS), worms and viruses, trojans and ping storms).
• You must ensure that local PCs and network-connected servers are not configured to allow open relay and must not participate in the sending of unsolicited bulk email (commonly referred to as ‘spam’ ,’UBE’,’UCE’ ).
• You are prohibited from running ‘port scanning’ or other software intended to probe, scan, test the vulnerability of or access remote systems or networks except in circumstances where the remote user has given express permission for this to be done. We may ask for evidence of such permission.
• You must take all reasonable steps to ensure that your password and login credentials remain confidential.
• Open proxy servers are not permitted under any circumstances and will result in immediate termination of service.
• Sites must not contain ‘hateful’ material or content which seeks to incite hate.
• Sites must not contain images, videos, depictions or descriptions of pornography which is unlawful in the UK or which is deemed to be distasteful at our sole discretion.
• Sites must not contain ‘warez’, copyrighted music/videos or links to such content. It is the sole responsibility of the user to ensure that they have the rights to distribute any content displayed on their website.
• Sites must conform to UK copyright law.
• It is also unlawful in the UK law to knowingly infringe intellectual property rights, such as copyright, patents, database rights and registered trademarks. Customers are reminded that sharing copyright material through the use of peer to peer software may consequently constitute a criminal offence if done without permission of the right owner in question. The Website Group will cooperate with any law enforcement body, agency or rights holder wishing to assert their rights in these matters and The Website Group reserve the right to withdraw service under such circumstances.
• The Data Protection Act 1998 imposes numerous duties on any organisation that processes personal data relating to third parties. Failure to comply with many of these duties constitutes a criminal offence. Customers who are not merely processing personal data for domestic (including recreational) reasons are reminded of their likely duty to register with the Information Commissioner.
• Under the Electronic Commerce (EC Directive) Regulations 2002, The Website Group is in general not liable to any criminal or pecuniary penalty for any unlawful acts carried out using our service unless we have actual knowledge of those unlawful acts. Accordingly, if we become aware of credible evidence that a customer has carried out any unlawful acts we will take preventative measures to bring those acts to an end.
Acceptable Email Usage
Customers may not use The Website Group services to send unsolicited commercial email (UCE, also known as ‘Spam’). The Website Group will suspend, terminate or block accounts seen to be sending ’spam’.
You agree not to send emails that might cause annoyance, inconvenience or anxiety to a recipient.
You agree not to send any emails likely to cause distress or any material which is offensive, indecent, obscene, menacing or in any way unlawful.
You agree to have a clear opt-out policy in all newsletter communications.
You must not use our mail services or network to send email to any user who does not wish to receive it.
You must not use our mail services or network to send unsolicited email, in bulk (commonly known as ‘spam’) or individually.
You must not use our mail services or network with intent to deprive others of service (‘mail bomb’).
You must not use false mail headers or alter the headers of mail messages in such a way as to conceal the identity of the sender.
You must not use any email address that you are not authorised to use.
You must ensure that any email servers connected to our network and operated by you are not configured to allow ‘open relay’.
You must take full responsibility for your own email reputation, The Website Group cannot guarantee a positive reputation.
The hosting services provided may limit the number of messages that can be sent in an attempt to prevent blacklisting and to manage server load. The nature of this limit may vary from time to time. You agree to abide by these limitations.
Security and Privacy
Login names and passwords must be kept secret and not be communicated to any third party. If a customer forgets or loses their password, they can request a new password by contacting The Website Group at support@thewebsitegroup.co.uk.
If The Website Group suspects a breach of security to the Website, Email or any other part of the Service provided to the Customer, The Website Group have an obligation to our other customers to take urgent remediable measures. In many cases, this can be achieved by selective port blocking, but in other cases, this will involve disconnecting and suspending the Services until the issue has been resolved. The Website Group understand that in many cases a customer may not be responsible for or aware of the problem, and therefore The Website Group will work with the customer to resolve the issue as efficiently as possible to restore normal service. A customer’s service will remain offline until a solution is found.
Compliance with foreign law
The Internet is global in reach. Consequently, it is possible for anyone using the internet to break the laws of foreign countries. Customers are therefore advised to take all reasonable steps to avoid breaching relevant foreign laws.