Terms & Conditions
Development, Hosting & Domain Names
Development, Hosting & Domain Service Agreement
Available as a PDF Here
1.1. The company, partnership, or individual with whom the service contract has been agreed. In writing, by email, ticket or post. (the “Client”)
1.2. Development, Hosting & Domain Service Agreement (the “Agreement”) is dated this as per the time & date of the clients’ reply accepting the agreement. Unless the clients’ written response specifically states a specific commencement date.
1.3. The acceptance of a project and specification shall be deemed as a contractual agreement between the Client and Llamahouse Media Services LTD (the “Company”). By agreeing to these terms and conditions your statutory rights are not affected.
- Services Provided.
2.1. Any agreed specification (the “Specification”) will be in writing via email, ticket or post. And will describe the scope of the services to be provided. The rate at which the services are charged and the frequency they are charged. Any part of the service not described shall be subject to these terms and conditions.
2.2. The Client hereby agrees to engage the Company to provide the Client with all or some of the following services (the “Services”) as described in the Specification.
2.3. Development, as described in the Specification.
2.4. Website Hosting Service as described in the Specification.
2.5. Domain Registration – The first year is bundled with the Development package and billed annually thereafter, unless you bring your own domain, and will be for the domain names listed in the Specification.
2.6. Website Hosting is provided and charged for on an annual basis unless otherwise described in the Specification.
2.7. Any additional services, above or outside those in the Specification at the time of acceptance, will be negotiated separately or provided ad hoc at a rate TBC, the Company has a standard rate of £40 p/h.
- Term of Agreement.
3.1. The term of this Agreement (the “Term”) will begin on the date of this Agreement and will remain in full force and effect indefinitely until terminated as provided in this Agreement.
4.1. The Company will charge the Client for the Services at the Rate agreed above (the “Payment”).
4.2. Prior to commencement of any design or development work, the Company requires a 40% non-refundable deposit, unless described in the Specification.
4.3. Once the development stage reaches initial draft or release candidate, 30% of the remaining balance will become due.
4.4. Once the development stage is signed off, the remaining 30% of the balance will become due.
4.5. Abandonment or cancellation after commencement of the design stage, as per section 4.2, any deposit paid will be retained by the Company.
4.6. Abandonment or cancellation after commencement of the build or deployment stage will require the remaining balance paying in full.
4.7. Should we not receive a response to requests for sign off, approval for changes made, i.e., after 30 days of the sent request, the remaining balance will be payable in full.
4.8. Domain name renewal requires advance payment, an invoice will be provided to the client 21 days in advance of the domain renewal date and will be payable within 7 days of the issue date.
4.9. Hosting service invoices will be issued 14 days prior to renewal and are payable within 7 days of the issue date.
4.10. Where the Payment is late, it is still applicable, however the Company is NOT obligated to provide the Service for the period where the Payment was late.
4.11. All fees quoted are subject to review and adjustment by the Company at any time, you will however be provided 30 days’ notice prior to any increase in fees.
5.1. Except as otherwise provided in this Agreement, all monetary amounts referred to in the Agreement are in GBP (£).
- Non Payment.
6.1. In the event of non-payment, partial payment or late payment where the Service has already been provisioned for that period, and by the conditions set in section 4. ‘Payment’. The Company may at its discretion apply a charge for administration costs, and interest on any Payment outstanding. Interest will be calculated at 2.5% per month, calculated weekly, compounded monthly.
6.2. Failure in applying late payment charges will constitute a waiver by the Company in its option to apply late payment charges.
6.3. Hosting will be suspended once the invoice becomes 7 days overdue (i.e., 21 days after the issue date of the invoice).
6.4. The hosting service will be terminated once the invoice becomes 30 days overdue. A backup will be kept of the site and data at that time. This will be available at cost to the Client. £50 + 50% of the outstanding invoice. Recommencement of the service will be at the discretion of the Company and will require a 30 day deposit (pro rata), and the outstanding invoice balance settled in full.
6.5. Domain names will be left to expire should payment of the invoice not be received prior to the expiration date. There is a small window of opportunity, usually, however not guaranteed, to reclaim or renew your domain after the expiry date.
6.6. If the Company does not receive the Payment within 60 days of the invoice issue date, the Company may pass the arrears on to a Debt Collection Agency. In the event of the involvement of a Debt Collection Company, all handling of the arrears will be by the Debt Collection Company.
- Termination of Agreement.
7.1. In the event that either Party wishes to terminate the Agreement, that Party will be required to provide 30 days’ written notice to the other Party, this can be provided via support ticket or email – only from a verified Client email address.
7.2. In the event that either Party breaches a material provision under the Agreement, the non-defaulting Party may terminate the Agreement immediately.
7.3. The Company reserves unto itself the right to withdraw the Service at its entire discretion, particularly in the event of any failure to pay. Upon such withdrawal of the Service, the Company shall be under no liability whatsoever to compensate the Client for any costs, losses or damages, howsoever arising, that the Client may incur or may have incurred.
7.4. The Company reserves the right to withdraw any hosting service to the Client, should the Client be found in breach of any of the following:
(a) to host, store, send, relay or process any Prohibited Content;
(b) for any purpose which is unlawful, fraudulent, or infringes any third party rights;
(c) in any way which may put the Company in breach of a contractual or other obligation owed by the Company to any internet service provider.
7.5. The Company reserves the right to remove content from the Website where it reasonably suspects such content is Prohibited Content.
7.6. Where the Company withdraws the Service to the Client, it is hereby agreed the Company may remove any material or content stored on any of the Company’s computers, servers, or network storage devices, and retain an archival copy, except that under 7.4. The Company shall not be obligated to return or make available, archival copies, data, documents or other materials until payment is made for any outstanding balance on invoices issued by the Company to the Client.
NB: Please see section 4. Payment. regarding cancellation of development projects
8.1. Hosting service, cancellation of the Service requires 30 days written notice from the Client, email, ticket or postal service.
8.2. Any outstanding charges for the notice period will be issued a final invoice (pro rata) at least 14 days in advance of the termination date. This invoice will be subject to the terms under section 4. ‘Payment’ and is payable within 7 days of the issue date.
8.3. The Service will continue up to the termination date unless the Client specifies a cease date prior to the termination date.
8.4. Domains are only available in 1,2,5 & 10 year renewal options. The domain will be active for the last paid renewal period. The purchase/renewal fee paid is non refundable. If you wish to transfer out the domain to another provider this will be subject to a £20 transfer fee + any incurred registrar costs £0 currently (correct at the time of acceptance).
- Confidentiality & Data Protection
9.1. Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
9.2. The Company agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Company has obtained, except as authorised by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.
9.3. All written and oral information and material disclosed or provided by the Client to the Company under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Company.
9.4. The Client warrants that it has the legal right to disclose all Personal Data that it does in fact disclose to the Company under the Agreement, and that the processing of that Personal Data by the Company for the purposes of and in accordance with the terms of the Agreement will not breach any applicable laws (including the Data Protection Act 1998).
9.5. The Company warrants that:
(a) it will act only on instructions from the Client in relation to the processing of any Personal Data performed by the Company on behalf of the Client; and
(b) it has in place appropriate security measures (both technical and organisational) against unlawful or unauthorised processing of Personal Data and against loss or corruption of Personal Data processed by the Company on behalf of the Client.
9.6. The Company’s registered Data Protection Officer is Mr Tony Lancaster, contactable via firstname.lastname@example.org. Or via 01623 272701 strictly during business hours.
- Copyright / Intellectual Property.
10.1. Development & design. All intellectual property and related material or content (the “Intellectual Property”) that is produced under this Agreement, will be the property of the Company, until such time full payment of all invoices for the project are received from the Client.
10.2. Upon receiving payment for any outstanding balance on all project invoices, all rights to any material or content created by the Company for the Client are passed to the Client. The Company will assume no rights to the material or content except in accordance with 10.3., 10.4., 10.5., and 10.6.
10.3. The Company maintains the right to demonstrate previous work carried out on behalf of the Client for future use.
10.4. The Company maintains the right to re-use and repurpose code that it has created whilst providing services to the Client.
10.5. The Client does not have ‘resell’ rights unless a separate signed resell rights document has been obtained (at additional cost).
10.6. The Company uses, but is not limited to, a bespoke CMS developed specifically for the deployment of client websites, the codebase contained therein remains Copyright of the Company.
10.7. The Company uses, but is not limited to, several third-party ‘off the shelf’ open-source packages such as WordPress, WooCommerce, Magento etc for the deployment of Client websites. Intellectual Property rights and copyright of third-party packages remains the property of the Copyright owners.
10.8. Where the Client provides material; The Client shall indemnify and save harmless the Company against any claims that may arise out of the content or nature of the material stored upon any computer or server or which may be prohibited or protected by laws of any country relating to copyright, confidentiality or intellectual property.
11.1. The Company, where possible, may use royalty free or public domain images when providing content for the Clients’ website. Where this content is approved by the Client; any conflict arising from the use of such content will remain the full responsibility of the Client. Any cease-and-desist orders will be complied with, and any conflicting content will be removed by the Company.
11.6. If the Client instructs the Company to obtain further royalty free images, above the quantity, or those described in the Specification. The Company will charge a standard fee per image, usually £25, however this may vary dependent on the image sources cost, this will be; cost incurred + 30%
- Third Party Services.
11.1. Where the Company uses a third-party service in the provision of the Service, the Company shall not be held responsible for the quality, performance or availability of the third-party service.
11.2. Third party services may include, but not limited to, social media post schedulers, analytics software such as those provided by Google.
11.3. Should the Client request the use of any third party services, it is the Clients’ responsibility to read and understand the terms and conditions set up by the third-party service.
- Website Base Package.
12.1. The Company may use anyone of several ‘off the shelf’ open-source packages in the creation and deployment of the Clients’ website. Such as, but not limited to, WordPress, Magento, Laravel etc.
12.2. The Company shall not be held responsible, nor accountable for any site outages, costs, losses or damages, due to the third-party software or plugin, extension or theme used in creating the Clients’ website.
12.3. Where a support or maintenance Service Level Agreement (“SLA”) has not been agreed, updating of the base package and plugins is the responsibility of the Client. While the Company will carry out periodic checks of installed versions, to prevent malware or exploits, the responsibility ultimately remains with the Client.
12.4. Where an SLA is in place, it will be the responsibility of the Company to install any updates or patches to the base package and any associated plugins, themes or extensions. Installation will be within a reasonable time from the release of the update. For critical vulnerabilities, the Company will endeavour to install any released patch or updates within 24hrs of release.
- Break-fix & Amendment
13.1. Bugs. Should the bug be one created by the Company, the Company will endeavour to fix the issue within a reasonable time of being notified of the Bug, without cost to the Client, and in accordance with 12.2. Where a bug is created by a package maintainer, such as WordPress, two options will be available, restore from backup, or wait for a maintainer update. If a maintenance SLA is in place this backup restoration will be free, else billed at our standard development rate.
13.2. Breaks I. If the Company encounters a breakage while updating base packages, plugins, extensions or themes, the Company will endeavour to fix the issue in a timely fashion, in accordance with 12.2. Should it be necessary to restore from backup, the Company will restore from the backup made prior to running any update and consult with the Client prior to restoring from that backup. If the update is an automatic, unattended update, the closest backup may be a few hours old. The Company will consult with the client prior to restoring the backup. Backup restoration will be free if the Client has a maintenance SLA in place. Otherwise billed at our standard development rate.
13.3. Breaks II. Should any break be found to be caused by the Client making modifications, fix or backup restoration will be charged at our standard development rate. If the Client has a maintenance SLA in place, this charge will be billed at 55% of our standard development rate.
13.4. Amendment. Amendments are changes or additions from those described in the Specification, and in some cases could be identified as “scope-creep “. The Company will determine whether the request is a fix, an amendment or a bug and charge accordingly, based on project state. Changes from the Specification, additions such as pages or unagreed content are all amendments.
13.5. Cross-platform and cross browser compatibility and display. The majority of sites we create will in most cases appear consistent across most browsers. Mobile compatibility in most cases will be responsive and work well on most modern devices. However standards and devices change rapidly, in the case of mobile devices, new devices are released almost monthly. While we endeavour to create websites that look great wherever they are used, we cannot guarantee this. If you need a website or app to function or appear as expected on a specific device or in a specific browser, please specify this prior to accepting this agreement.
13.6. Unless specified, the website will be constructed to work and appear as expected in Google Chrome, Internet Explorer / Microsoft Edge, Firefox. With basic tests on popular mobile devices, current at the time of acceptance.
13.7. Device compatibility added after the Specification has been agreed will be charged at the standard development rate, or require a new quote to be drawn up if prior to the payment of the deposit.
- Hosting Services
14.1. All hosting is provided via third-party hosting services as “co-location”.
14.2. All hosting is provided is subject to the third-party’s terms and conditions. Available on request.
14.3. Up-time cannot be guaranteed by the Company, as this is ultimately in the control of the third-party provider. That said, the uptime is excellent, quoted at 99.99% in data centres using 100% green-energy.
14.4. Where downtime is scheduled, the Company will provide notifications for any effected service.
14.5. Uptime can be affected by hardware failures, OS updates and a number of other causes. The Company shall not be held responsible, nor accountable for any site outages, costs, losses or damages caused by downtime that is due to failures outside of the Company’s control.
14.6. Regardless of any maintenance SLA, the Company provisions daily backups, up to 30days, for any website hosted by the Company, monthly snapshots are also taken for a maximum of 6 mths. The third-party host also provisions backups regularly.
14.7. Backup restoration is available on request and charged at our standard development rate.
14.8. In the event of the Client cancelling the services, the last available backup prior to the termination date will be available to the Client at our standard rate of £20. Subject to all outstanding invoices being cleared. This fee is waived if there has been a maintenance SLA in place.
14.9. The Company can assist with the migration to another host if required, this is subject to any fees under section 8. Cancellations, and section 14.8. The Company’s standard development rate will be charged while performing the migration. Subject to the Client provisioning a suitable and compatible host.
- Domain Services.
15.1. All domains are provided via third-party registrar services as “co-location”.
15.2. All domains are provided subject to the third-party’s terms and conditions. Available on request.
15.3. Transfer of domains in currently attracts no fee. Except any renewal fee due on transfer. This is subject to change without notice.
15.4. Transfer of domains out is subject to a transfer fee of £20 per domain. This is subject to change without notice.
15.5. Domain purchase and renewal fees are strictly non-refundable.
15.6. Domains can vary in price dependant on the .tld used, any quotation on price is valid at the time of the quote, for the duration specified.
15.7. Premium .tlds require upfront payment before we can register it on your behalf. They may also be subject to premium transfer fees.
- Maintenance and SLA’s
16.1. Any maintenance, support or SLA over and above that mentioned in this agreement shall be described in the Specification or standard service agreement prior to acceptance.
16.2. Maintenance and support outside of an agreement will be charged at the Company’s standard support rate of £25 p/hour. This fee is subject to change with notice of 30 days.
16.3. Maintenance and support packages usually consist of a specified amount of hours per week, month or year. Additional hours will be at the standard Company support rate of £25 p/hour. This fee is subject to change with notice of 30 days.
16.4. Support is available during our normal business hours. The Company aims to respond to all support requests within 24 hours or sooner.
- No Exclusivity.
17.1. The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.
18.1. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing via email, post or helpdesk/support ticket or to such other address as either Party may from time to time notify the other.
19.1. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
- Modification of Agreement.
20.1. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing and agreed by each Party or an authorised representative of each Party.
- Entire Agreement.
21.1. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement or described in the Specification.
22.1. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
- Governing Law.
23.1. This Agreement will be governed by and construed in accordance with the laws of England.
24.1. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
25.1. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.