Dynamic Services Terms & Conditions

These terms apply for Dynamic contracts for new website builds, and website management …

Definitions

Agreement
These terms and conditions and the Client Agreement agreed between the parties setting out the Client, Supplier, Services, Charges, 1st Anniversary and Reviews.
Client
The person, firm or company with whom the Supplier contracts.
Charges
The fees agreed between the parties.
Services
The services or products placed by the Client under this Agreement.
Supplier
The Supplier identified on the front sheet of this Agreement.
1st Anniversary
This is the end of the initial agreed contract period as set out in this document.
Reviews
Content added to the website by users that comment on a Client business.

Basis of the Agreement
1. The Supplier agrees to provide the Services to the Client and the Client agrees to pay the Charges in accordance with the terms of this Agreement.
2 . An Agreement shall only be formed on acceptance by the Supplier of the Client’s order.
3. These terms and conditions shall apply to the exclusion of all other terms and conditions including any terms and conditions which the Client may purport to apply under any order or other document. In the case of any conflict or ambiguity between terms, this document shall prevail.
4. The Supplier may employ sub-contractors to carry out any part of its obligations under the Agreement at its sole discretion and it may assign its rights and obligations under this Agreement to any other party. The Supplier acts as principal in this Agreement. The Client may not assign its rights and obligations under this Agreement without the written consent of the Supplier.
5. Any variation of these terms and conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by a duly authorised officer of the Supplier.
6. Any reference in this Agreement to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

Supplier’s Responsibilities
7. The Supplier will supply the Services chosen by the client, identified in the proposal.
8. The Supplier will use its best endeavours to deliver the Services within the agreed timescale as agreed between the parties. The Supplier will not be held liable if the project over-runs due to delays caused by the client, or any third party issues or force majeure.
9. The Supplier will use its best endeavours to ensure that any online services are accessible and the Services available for the duration of this agreement.
10. The Supplier will not at any time or in any manner, either directly or indirectly, use for our personal benefit or divulge, disclose or communicate in any manner any information that is proprietary to the Client. We will act reasonably to protect such information and treat it as strictly confidential.
11. The Supplier will moderate Reviews that are posted through the website to ensure they are free of abusive language, personal issues, insults and hearsay.
12. The Supplier has no other responsibility for the content of Reviews.

Client’s Responsibilities
13. The Client will provide the Supplier with such text, artwork, information, copies, logos, drawings and designs, and will do so in such formats and at such time or times, as the Supplier may reasonably need to produce the Services and to perform the Services in accordance with this Agreement. The Client is responsible for ensuring that such material and answers are accurate and complete.
14 . The Supplier reserves the right to edit, amend or refuse to accept proposed Services which it considers to be offensive, unlawful or inappropriate, or which appear to infringe the intellectual property rights of any third party.
15. If the Client fails to produce such artwork and other material in accordance with clause 13, or supplies only material which the Supplier considers to be offensive, unlawful or inappropriate or which appear to infringe the intellectual property rights of any third party, the Supplier reserves the right to produce a basic Service to its own design to promote the Client’s business, without seeking the Client’s approval, for the remaining term of this Agreement or until suitable artwork and other material is supplied, whichever is sooner.
16. The Client will obtain all necessary licences or consents that may be needed in connection with the Services and the use of the artwork and other material supplied by it and it shall indemnify the Supplier in full against any costs, claims, demands or expenses which the Supplier may incur as a result of breach by the Client of this clause. We will confirm receipt in writing. If no confirmation is received by you this could mean that the notice has not been received by us. For clarity, if you do not receive confirmation from the Supplier that notice has been received, it must be assumed that notice has not been received by the Supplier.
17. The Supplier will notify the Client when the Services are produced. Within 7 days of receipt by the Client of such notice, the Client shall notify the Supplier in writing of any changes required. The Supplier shall, however, be entitled to rely upon verbal approval, changes or other instructions received from the Client.
18. If no such notification is received within that period, the Client shall be deemed to have accepted the Services. After acceptance, whether deemed or otherwise, the Client shall not be entitled to reject the Services, nor to have any changes made by the Supplier, whether or not it complies with any material supplied by the Client, without the consent of the Supplier in which event the Supplier may levy reasonable additional charges for such work if applicable.
19. The Client may request that the Supplier makes changes to the Services at any time in writing, but the Supplier may levy reasonable additional charges for such work if outside of any prior agreement.
20. The Client accepts that the Supplier is not responsible or accountable in any way for the content of any Reviews of the Client that may be published on the website or other Services.

Payment Provisions
21. The Charges will be paid in advance in equal monthly instalments on the date of this Agreement and monthly thereafter, according to the option chosen by the Client. The initial deposit fee shall be paid on the date of this Agreement.
22. The Client shall pay the Charges by direct debit and the Supplier reserves the right to change the required payment method by notice.
23. The Supplier reserves the right by giving notice to the Client at any time to increase the Charges or to raise additional charges payable within 14 days if;-
a. the Client requests changes to the Service, save within 7 days of receipt of notice under clause 17;
b. the Client agrees to any change to the Services proposed by the Supplier;
c. Services are required by the Client with exceptional urgency;
d. the Client fails to give the Supplier adequate or accurate material in accordance with this Agreement.
24. The Supplier reserves the right by giving not less than 28 days notice to the Client to increase the Charges on any anniversary of this Agreement, provided that in the event of an increase under this clause exceeding the aggregate increase to the RPI over the previous 12 months, the Client may terminate this Agreement by notice in writing served on the Supplier before the commencement date of the new pricing level.
25. Unless alternative payment provisions are agreed, the Supplier may submit an invoice or invoices annually or in respect of each or any instalment of the Charges. Invoices shall be sent to the Clients address recorded in this Agreement unless otherwise agreed.
26. All sums due under the Agreement will be paid by the Client by their due date without any deduction, set-off, counter claim or abatement and time for payment shall be of the essence.
27. The Charges do not include VAT or any similar sales tax, impost or custom duties which will be paid additionally by the Client at the then prevailing rate.
28. If the Client fails to make any payment within the time specified in this Agreement the Supplier may take any or all of the following steps:-
a. suspend the Services until payment is made in full;
b. cancel the Agreement between the Supplier and the Client;
c. immediately demand the balance of the Charges for the minimum contract period in advance of the further supply of any Services;
d. charge the Client interest both before and after any judgement on the amount unpaid at the rate of 5% per annum above the Lloyds TSB Bank Plc base lending rate from time to time until payment in full is made, accruing on a weekly basis;
e. appropriate any payment made by the Client and set-off any monies due to the Client, whether under this Agreement or any other contract or otherwise (including any VAT applicable), to or against the unpaid invoice or invoices. In addition, if any payment is not made within 14 days of it falling due, the Supplier reserves the right to appoint debt collectors and the Client agrees to be liable for the fees of such Collectors.
f. a Client benefitting from discounted services will revert to the original full price set out in the Agreement if regular payment is not made on time. Which can at the Suppliers discretion be back dated to start date of the contract and include all the remaining payments of the contracted period and deposits.

Intellectual Property
29. Any intellectual property rights in the Services, save for that attaching to any logos, designs, names and other material originally supplied by the Client, shall remain the property of the Supplier. No right or licence is granted by this Agreement.
30. To the extent that the Client supplies the Supplier with any original copyright or other protected material, the Client grants a licence to the Supplier to publish, reproduce, adapt, and otherwise use without limitation any such material for the purposes of its performance of this Agreement but not otherwise.
31. At termination any unused Services or other material prepared by the Supplier, whether the subject of copyright or not, shall remain the Supplier’s property and shall not be used by the Client subsequently without the written consent of the Supplier.
32. Appropriate credit and acknowledgement for work produced by the Supplier should be attributed to the Supplier where possible (for instance, written in small text on the back of the printed item or at the bottom of a website) and maybe referenced for the Suppliers promotional purposes unless otherwise (in exceptional circumstances) pre-arranged with the Client.
33. The Client may not use or reproduce in any form any of the Reviews submitted through the Services without the prior written consent of the Supplier.

Warranties and Indemnities
34. The Client warrants that it has not relied on any representations made by or on behalf of the Supplier save as contained in this Agreement.
35. The Client warrants that any copy, logo, specification, design, instruction or other material supplied by it to the Supplier, and any proof approved by the Client, will not infringe any intellectual property or other rights of any third party, nor will it be defamatory or otherwise unlawful, nor infringe the Trade Descriptions Acts, and the Client will indemnify the Supplier in respect of any claim relating to such infringement.
36. The Client warrants that all the facts, claims and offers given by it about its products or services are accurate and in no way misleading and that the terms of any offers contained therein will be honoured.
37. The Supplier offers a web hosting service to host the websites built for the Client. This is recommended in order to ensure ongoing quality of service and is a mandatory requirements for websites incorporating a content management system (CMS) or e-commerce system. Although the standard of our hosting packages are high, the Supplier is unable to guarantee 100% uptime (as no web host would) nor accept any responsibility for any error, omission or misrepresentation in relation to the websites hosted or for any loss, damage, cost or expense (whether direct, indirect, consequential or otherwise) suffered by any user of the websites hosted.
38. The Supplier makes no warranties or representations of any kind that hosting will be uninterrupted, error-free or that the website or the server that hosts the website are free from viruses or other forms of harmful computer code. In no event shall the Supplier, its employees or agents be liable for any direct, or indirect or consequential damages resulting from the hosting of websites on our servers.
39. The Client should be aware that due to a variety of factors there will often be variants on colours shown between in-house proofs, colours on screen, printers proofs, and final printed items. These factors are determined by the source of the print or visual (each output source e.g. the Suppliers printer, the Clients printer, the image setter, the monitor etc. will differ from the other), the types of inks or make-up of colours (even Pantone colours can vary significantly and often surprisingly depending on what stock or substrate they are printed on), the type of print process (short –run, digital, longer-run, litho printing), the substrate (paper, card, plastic etc) used, individual preferences (ambient light, personal computer settings etc) and several other reasons. As a result of this the Supplier is unable to guarantee 100% consistency and accuracy of colour on all items and may not be able to achieve the exact result expected by the Client. In the case of printed items, the only true guide as to what is likely to be produced, is to request a “wet-proof” on the actual intended substrate with the actual inks to be used, although will incur additional cost. However, as long as the Client accepts there may be inconsistencies across work produced, this step may not be necessary. The Supplier does not accept any responsibility for colour variations as a result of these indeterminate factors.

Limitations & Liabilities
40. The Supplier shall not be responsible for any errors in the Services or any unsatisfactory Services which are not notified in writing to it in accordance with clause 17 nor for any errors which are approved by or are the fault of the Client or any third party.
41. The terms of this Agreement represent the whole agreement between the parties and all other warranties, conditions, terms, undertakings or representations of any kind, whether express or implied, statutory or otherwise including (without limitation) as to the condition, quality, performance or fitness for purpose of any goods or the standard of care used in the provision of Services are hereby expressly excluded from the Agreement save as prohibited by law.
42. The Supplier shall not be liable under contract, tort (including negligence) or otherwise for any loss of production, loss or corruption of data, loss of profits or of contracts, loss of operation time, loss of goodwill and loss of anticipated savings, nor for any indirect or consequential loss, cost or expense of any kind whatever and however caused.
43. The Supplier shall not be liable for the contents of any review or testimonial that is posted on the website or any user-generated comment whether or not the Review or comment has been moderated by the Supplier.
44. The Parties recognise that the nature of websites is that complete continuity of access to the website cannot be guaranteed.

Duration and Termination
45. This Agreement shall commence on the Commencement Date and shall continue in effect for initial agreed contract period (dependent on the amount of months agreed and indicated on Client Payments section) and thereafter until terminated by the Client serving not less than 6 months written notice expiring at any time after the 1st Anniversary of the full term of the contract or the Supplier serving not less than 3 months written notice expiring at any time after the 1st Anniversary of the full term of the contract. This is a rolling contract.
46. The Supplier may terminate this Agreement or suspend its performance with immediate effect on written notice if the Client:-
a. ceases or threatens to cease to carry on its business or becomes insolvent, has a receiver or administrator appointed, makes any arrangement for the benefit of its creditors, goes into liquidation or enters into any insolvency process.
b. commits a material breach of this Agreement and (in the case of the breach capable of remedy) fails to remedy it within 7 days of receipt of written notice from the Supplier specifying the breach and containing a warning of an intention to terminate if the breach is not remedied.
c. defaults in paying any sums due to the Supplier under this Agreement.
47. Termination of this Agreement shall not affect any rights of the parties accrued to them up to the date of termination.

Miscellaneous
48. Neither party shall be liable for any delay in performing or failing to perform any of its obligations under this Agreement due to any act of God, war, strike, lock-out, industrial action, fire, flood, drought, tempest or other force majeure event beyond the reasonable control of either party.
49. All notices to be given under this Agreement shall be in writing and shall be sent to the normal business address of the party concerned as set out in this Agreement by first class post or by hand.
50. No delay or failure by the Supplier to exercise any of its powers, rights or remedies, under this Agreement, will operate as a waiver of them and any waiver, to be effective must be in writing.
51. If any part of this Agreement is found by a court or other competent authority to be invalid, unlawful or unenforceable then such part will be severed from the remainder of this Agreement which will continue to be valid and enforceable to the fullest extent permitted by law.
52. Both parties shall keep confidential all material concerning the business affairs of the other which shall be disclosed in the course of performance of this Agreement, save for any information in the public domain.
53. The Supplier shall be entitled to set-off against any monies payable to it by the Client under this Agreement, any monies which may be payable by it to the Client, whether under this Agreement or otherwise. The Client shall not be entitled to any right of set-off.
54. This Agreement is the complete and exclusive statement of the agreement between the Parties relating to the subject matter of the Agreement and supersedes all previous communications, representations and other arrangements, written or oral.
55. Some of the Suppliers Services rely on third parties such as Google for instance to promote the Clients products and services. As these third party services are outside the control of the Supplier, the Supplier cannot guarantee placements in these promotional listings.

Personal Information
56. The Supplier my use the Clients personal information to communicate with Clients via email newsletters or other avenues to offer marketing information and other communications to assist in business related activities.
57. By signing this agreement, the Client will be indicating your agreement to receive marketing messages unless the Client has indicated an objection by ticking this box
58. If a Client wishes not to have their information used for these purposes, they may elect to opt out from future communications by notifying the Supplier in writing to the registered address on this agreement or using the unsubscribe link in any email communication.

Important Note:
59. All Services and Products are subject to availability. The Supplier reserves the right to withdraw and replace Services or Products with a similar Service or Product of the same value at any time.  Any allocated studio time or website amendment time included within an agreement (whether verbal or written) must be used within 12 months of the agreement start date. Any unused time after this 12-month period will expire and revert back to the original allocation outlined in the initial agreement.

60. If a national pandemic should arise (for example COVID19) and you have difficulty in paying your account, talk to us. We will help as best we can. Do not cancel your direct debit if applicable. Any amendments to your payment schedule that result in arrears will need to be repaid at an agreed time and shall possibly take your agreement past the original 24 month period. You will liable to pay any arrears even if past the 24 month agreement.
61. “Completion of website” means that we have built the website to a standard to where it can go live. If the customer is slow to complete the website going live, the final 50% balance of the website will be due no more than 4 weeks after completion.
62. GDPR – Where privacy policies are added by Dynamic, please know that we cannot be held liable for any issues for this. We advise you seek professional aid to make sure you are covered for any GDPR breaches, financial penalties etc.

Intellectual Property:
All products, photography, design concepts, website and intellectual property rights included with this contract will remain the property of Dynamic Sales Solutions until the contract amount is paid in full. Once the contract has been paid in full, including any other monies outstanding to Dynamic Sales Solutions, all intellectual property rights created by Dynamic Sales Solutions Ltd pertaining to this contract, will pass over to the client named in this agreement.