Terms and Conditions for Web Development & Services

1. Definitions and Interpretation

The following terms shall have the meanings set out below:

• The Company: Beewise Ltd (Company Reg: 12106010, VAT no: 337362301), whose details are listed in the Agreement.

• The Client: The business or individual purchasing services from The Company as named in the Agreement.

• The Agreement: The signed Web Development Form, any attached Proposal/Quotation, and these Terms and Conditions. This document details the specific financial terms and services purchased.

• The Website: The website designed, developed, and delivered to the Client.

• Services: All work undertaken by The Company for the Client, including Web Development, Hosting (as managed), Add-ons, Support, SSL Management, and Initial SEO.

• Minimum Term: The contractual period of commitment specified in the signed Agreement.

• Total Monthly Cost: The recurring fee (excluding VAT) agreed upon by the Client for the Web Package and any purchased Add-ons, as stated in the Agreement.

• Add-on Services: Optional, additional functionalities (such as E-commerce Tiers or Payment Gateway Integration) purchased by the Client to enhance the Website.

2. Acceptance of Work and Commencement

2.1. Acceptance of a quotation, purchase, and/or use of the Services shall be considered acceptance of these Terms.

2.2. The Company will commence work upon receipt of the signed Agreement.

3. Service Scope and Change Control

3.1. The Basic Web Package: This includes the design and development of an informational website as specified in the signed Agreement. This package does not include e-commerce functionality unless explicitly purchased as an Add-on (Section 5).

3.2. Initial Build Revisions: The Basic Web Package includes a maximum of Two (2) Rounds of Revisions on the initial design and content of the Website before the final sign-off and launch. Any further revisions requested by the Client after the second round will be subject to a Change Request and billed separately.

3.3. SSL Certificate: As part of the Basic Web Package, The Company shall procure and manage an SSL (Secure Sockets Layer) Certificate for the Website to ensure secure data transfer.

3.4. Initial SEO: The Company shall perform Initial Search Engine Optimisation (SEO), which includes configuring basic on-site elements such as title tags, meta descriptions, and site mapping to assist with search engine indexing and visibility. The Company does not guarantee any specific search engine ranking position.

3.5. Ongoing Content Revisions: After the Website is launched, the Basic Web Package includes a maximum of three (3) simple service requests per calendar month for minor content updates or corrections. Unused requests do not roll over to the next month. Complex requests or those exceeding the monthly limit will be quoted separately.

3.6. Client Content: The Client is wholly responsible for providing all content, text, images, and media for the Website in a timely fashion. The Company is not responsible for proofreading the content or checking for incorrect information.

3.7. Failure to Provide Content: If the Client fails to provide the required information within an agreed time frame, The Company reserves the right to treat the project as completed and all project fees will be owed.

3.8. Change Requests: Any alterations requested by the Client after the initial scope is agreed upon must be made in writing. The Company reserves the right to quote for and charge for additional work (Change Requests) at their standard rate.

4. Fees, Payment, and Minimum Term

4.1. VAT Exclusion: All fees, costs, and charges listed in the Agreement, including the Total Monthly Cost and any Add-on fees, are exclusive of VAT (Value Added Tax) unless explicitly stated otherwise. VAT will be applied to the invoice at the prevailing UK rate.

4.2. Total Monthly Cost: The Client agrees to pay the Total Monthly Cost as specified in the signed Agreement.

4.3. Setup Fee: The upfront fee for the initial design and development of the Website is included in the Total Monthly Cost.

4.4. Minimum Term: The Client agrees to a Minimum Term as specified in the signed Agreement.

4.5. Rolling Agreement: At the end of the Minimum Term, the Agreement will automatically convert to a monthly rolling agreement.

4.6. Termination: If the Agreement ends before the end of the Minimum Term, the Termination Payment in accordance with the terms and conditions may be payable.

4.7. Invoicing and Default: All charges shall be paid in accordance with these Terms and Conditions. The Client’s account will be considered in default if payments are not received by the due date. Failure to render payment on the agreed date may cause a work stoppage and incur additional fees.

4.8. Late Payment Interest: Any late payments may incur an interest charge of 4% above the Bank of England Base Rate per annum, calculated daily from the due date until payment is received in full.

5. Add-on Services

5.1. The Client may purchase the following optional Add-ons to enhance the functionality of the Website. All Add-ons are subject to a continuation of the Minimum Term unless otherwise agreed. The specific Monthly Cost for each Add-on will be confirmed in the Agreement.

5.2. Transaction Fees: For all successful transactions processed via the integrated Payment Gateway, the Client agrees to pay a transaction fee per transaction as specified in the signed Agreement, in addition to the Monthly Cost for the Payment Gateway Add-on.

6. Domain Names and Hosting

6.1. Domain Registration and Renewal: The registration, ownership, and ongoing renewal of the domain name is the sole responsibility of the Client.

6.2. Hosting Arrangement: Hosting services will be arranged by The Company on behalf of the Client. However, all costs incurred for such services will be passed directly on to the Client and invoiced accordingly (pro rata), as specified in the Agreement.

6.3. Hosting Provider: The Client agrees that The Company may use a third-party service for hosting the Website.

6.4. Domain & Hosting Fees: The Client agrees that the Total Monthly Cost excludes hosting costs, which will be charged to the Client pro rata as specified in the Agreement. The Client agrees to pay the domain name and hosting fees as required.

6.5. Client Responsibilities: The Client acknowledges that any modifications or support related to the domain name are to be made between the Client and the third-party provider.

6.6. Service Unavailability: The Client agrees that failure to comply with payment terms for hosting or failure to renew the domain name may result in the Website and email services becoming unavailable.

7. Intellectual Property Rights (IPR)

7.1. Client IP: All text, graphics, data, and content provided by the Client remains the sole property of the Client. The Client warrants that all content provided is either owned by the Client or used with the full permission of the original authors.

7.2. Company IP: Ownership of the completed web designs, images, pages, code, and source files created by The Company for the project shall be with the Client upon final payment, only by prior written agreement. Without a prior written agreement, ownership remains with The Company.

7.3. Company Credit: The Client agrees that The Company may include a development credit and link displayed on the Client’s Website and may include the work in a portfolio.

8. Limitation of Liability

8.1. The Company shall not be liable for indirect or consequential damages, including but not limited to loss of business, profit, revenue, contract, data, or potential savings.

8.2. The Company shall not be liable for any failure to carry out services for reasons beyond its control, including but not limited to, acts of God, telecommunication problems, software or hardware failure.

8.3. The Company’s total aggregate liability arising out of or in connection with this Agreement shall not exceed the total fees paid by the Client in the twelve (12) months preceding any claim.

9. Data Protection

9.1. Both the Client and The Company shall comply with their respective obligations under the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.

9.2. The Client is solely responsible for ensuring that their Website, including any data collection forms, cookies, and privacy notices, complies with all applicable data privacy and cookie regulations in the jurisdictions where their business operates.

10. Governing Law

10.1. This Agreement is governed by and shall be construed in accordance with the laws of England and Wales.

10.2. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.

11. Entire Agreement

11.1. This Agreement, including these Terms and Conditions and the signed Web Development Form, represents the full and complete understanding between the Client and The Company.

11.2. This Agreement supersedes and replaces any prior agreements, proposals, representations, or understandings, whether written or oral, relating to the subject matter herein.

12. Termination and Financial Consequences

12.1. Termination by Either Party (After Minimum Term): After the initial Minimum Term has concluded, either the Client or The Company may terminate this Agreement by providing a minimum of 30 days written notice to the other party. The Client shall remain liable for all monthly fees and Add-on costs up to the effective date of termination.

12.2. Termination for Convenience (Client): If the Client seeks to cancel the contract before the end of the Minimum Term for reasons other than a material breach by The Company:

* The Client is in breach of contract.

* All remaining payments due pursuant to the Minimum Term will immediately fall due and owing (the Termination Payment). This Termination Payment represents a genuine estimate of the financial loss incurred by The Company, including the recovery of the initial Website build cost amortized over the Minimum Term.

12.3. Termination by Company (Client Default/Breach): The Company reserves the right to terminate this Agreement immediately, with written notice, if the Client:

* Fails to pay any invoice within 30 days of its due date.

* Delays the project by failing to provide required content, materials, or feedback for more than 15 working days.

* Commits a material breach of these Terms, including insolvency or liquidation. In such cases, the Client remains liable for the Termination Payment as defined in Clause 12.2.

12.4. Post-Termination Obligations: Upon termination for any reason:

* The Company will invoice the Client for any outstanding fees, including the Termination Payment if applicable.

* The Client will be granted access to the Website files and content upon receipt of all outstanding payments due to The Company.

* The Client is responsible for arranging the transfer of the domain name and setting up new hosting services.