These Terms and Conditions (“Terms”) govern the provision of website development, hosting, maintenance, support, and associated services (“Services”) provided by Dynamic Office Solutions Ltd (“Provider”, “we”, “us”, or “our”) to the client (“Client”, “you”, or “your”). These Terms are incorporated into and form an integral part of the Website Development Services Agreement (“Agreement”) entered into between the parties.

1. Entire Agreement

This document, along with the signed Agreement and Scope of Work, constitutes the full and exclusive understanding between the Provider and the Client. It supersedes all prior negotiations, representations, understandings, and communications, whether oral or written. No additional terms or conditions shall apply unless agreed in writing by both parties. In the event of conflict, the Agreement will take precedence, followed by these Terms, then the Scope of Work.

2. Definitions

• Agreement: The contract signed between the Provider and the Client outlining the specific services and deliverables.
• Client Content: Any text, images, logos, branding, data, or files supplied by the Client.
• Deliverables: The final website, designs, documents, and materials developed for the Client.
• Scope of Work: The document detailing the work to be delivered under this Agreement.
• Services: All work undertaken under the Agreement, including but not limited to development, design, hosting, maintenance, support, and consulting.
• UAT: User Acceptance Testing — the process in which the Client confirms the work meets agreed expectations before launch.

3. Scope of Services

We will provide Services as defined in the Scope of Work. This may include:

• Custom website design using Dynamic’s templates or bespoke layout based on the Client’s brief.
• Development of the website using modern, secure coding standards.
• Integration of provided content and product catalogues.
• Setup of standard pages (e.g., Home, About, Contact, Terms).
• Initial SEO basics (meta titles, alt text, URL structure).
• Hosting setup and domain pointing.
• Email account setup, if included.
• CMS access and basic training.

All services will be carried out in accordance with industry best practices. Any changes to the agreed scope must be confirmed in writing and may result in additional charges.

4. Client Responsibilities

The Client is responsible for:

• Providing all required assets (text, logos, product data, images, credentials) in a timely and accessible format.
• Ensuring they have the legal right to use all submitted content.
• Reviewing and approving drafts, designs, or proposed changes within agreed timeframes.
• Appointing a single point of contact for all communications to avoid delays.
• Informing the Provider of any changes in business details, contact information, or relevant operations that may affect the website.
• Ensuring ongoing compliance with applicable regulations, including GDPR, e-commerce laws, and advertising standards.
  Failure to provide required materials or decisions on time may result in project delays or additional costs.

5. Project Timeline and Communication

We will work to the timeline outlined in the Scope of Work. All project milestones are dependent on prompt communication and approvals from the Client.
The Provider will:

• Communicate progress regularly via email or meetings.
• Notify the Client immediately of any material delays or issues.
• Pause timelines if awaiting Client input beyond 5 business days.

Project timelines may be extended where delays are outside the Provider’s control or result from Client delays.

6. Payment Terms

 

• The first monthly subscription payment is requested once the Agreement, Terms and Conditions and Scope of Work are approved by the Client.

 

• All future subscription fees will be collected automatically via direct debit on the same calendar day each month.
• Fees are exclusive of VAT.
• Invoices for additional services (e.g., change requests, custom work) will be raised and due within 7 days.
• Payments are non-refundable. If a client terminates mid-month, no pro-rata refund will be offered.
• Failure to pay may result in service suspension or removal of access to your website.

7. Change Management

Any requested modifications to the Scope of Work after signing will:

• Require a formal change request submitted by the Client.
• Be reviewed by the Provider with a written estimate of additional cost and impact on timelines.
• Only be carried out once the Client confirms the revised quote in writing.

Urgent changes may be prioritized at the Provider’s discretion and may carry an expedited charge.

8. User Acceptance Testing (UAT)

After the build phase, a staging site will be provided for testing:

• The Client will have [typically 5–7 business days] to test and submit feedback.
• A UAT Form will be signed upon acceptance, marking the project ready for launch.
• If no feedback is received within this time, the website will be considered accepted.
• Any post-acceptance issues (non-critical bugs, visual tweaks) will be addressed under support.

UAT must focus on defects against the agreed scope — not preference changes.

9. Intellectual Property

Upon full payment:

• The Client owns all bespoke designs and content created specifically for them.
• The Provider retains ownership of all proprietary frameworks, tools, plugins, and coding libraries used in the build.
• The Client is granted a perpetual, non-exclusive licence to use these assets as part of their live website.
• Third-party software remains subject to its original license (e.g., plugin or CMS providers).

No source code or raw design files will be provided unless agreed in advance.

10. Hosting, Backups & Security

• Hosting is included as part of the monthly subscription.
• The Provider offers 99.9% uptime (subject to third-party provider performance).
• Daily backups are retained for 14 days; restoration requests outside of this period may not be fulfilled.
• Hosting may be suspended in the event of malware, spam, illegal content, or non-payment.
• The Provider is not liable for third-party hosting outages or DNS issues outside our control.

11. Support Services

Support includes:

• Minor bug fixes, security updates, and CMS access troubleshooting.
• Requests to be submitted via email.
• Turnaround for minor issues: typically, within 3–5 business days.
• Large requests (e.g., redesigns, new functionality) may require additional quotes.

Support does not include SEO strategy, marketing advice, or content writing unless specifically contracted.

12. Third-Party Services

The Provider may use licensed third-party software or APIs to deliver functionality.

• The Provider does not warrant the availability, updates, or lifespan of these services.
• The Client agrees to the terms of use for any third-party software used.
• Any critical dependencies will be discussed during onboarding.

13. Data Protection

Both parties agree to comply with data protection laws including the UK GDPR.

• The Provider will not access or share personal data unless requested or required by law.
• The Client is the data controller and is responsible for GDPR compliance of their website, cookies, and content.
• The Provider may act as a data processor for support-related access.

14. Confidentiality

Both parties agree not to share, publish, or disclose any non-public business information gained during the course of this Agreement.
This includes, but is not limited to, project files, trade secrets, customer lists, credentials, and proprietary processes.
This clause survives the termination of the Agreement for a period of 3 years.

15. Non-Payment and Suspension of Services

If a payment remains overdue beyond 14 calendar days:

• Services may be suspended without notice, including live hosting, access to CMS, and support.
• The Provider may withhold any current work or code, regardless of completion.
• After 30 days, the project may be terminated entirely, with access removed and data deleted.
• The Provider may pursue debt collection, including:
• Statutory interest at 8% above the Bank of England base rate
• Late payment fees
• Legal and collection costs

No liability shall be accepted for losses caused by suspension due to non-payment.

16. Termination

This Agreement may be terminated by either party after the minimum subscription period, by providing 30 days' written notice.
Upon termination:

• All unpaid fees must be settled before any site transfers or release of content.
• Any agreed handover (files, documentation) must be requested in writing and may be charged additionally.
• The Provider has no obligation to continue hosting or support after termination unless agreed separately.

Immediate termination may occur in cases of fraud, breach of confidentiality, or illegal activity.

17. Dispute Resolution

If any dispute arises:

·        Both parties will attempt to resolve it informally through direct discussions within 14 days.

·        If unresolved, the matter will be submitted to mediation, using a CEDR-accredited mediator or another agreed professional.

·        Each party will bear its own legal costs and share the mediator’s fees.

·        Mediation is required before court action, except in cases of non-payment, intellectual property breaches, or confidentiality violations.

If mediation fails, either party may pursue legal remedies through the courts of England and Wales.

18. Limitation of Liability

The Provider’s liability under this Agreement shall be limited to the total amount paid by the Client under the Agreement.
Under no circumstances shall the Provider be liable for:

• Loss of profits, business, or revenue
• Interruption or downtime
• Loss of data beyond backup retention
• Consequential or indirect damages

This limitation applies regardless of cause, even if foreseeable.

19. Force Majeure

Neither party shall be liable for delay or failure caused by events outside their control, including but not limited to:

• Natural disasters
• Cyberattacks
• War, terrorism, strikes.
• Epidemics, pandemics
• Government restrictions or legal changes

Where delays exceed 60 days, either party may terminate the Agreement with written notice.

20. Governing Law and Jurisdiction

This Agreement and these Terms shall be governed by the laws of England and Wales.
Any disputes arising from or in connection with this Agreement shall be resolved exclusively by the courts of England and Wales.