Terms and Conditions
This Agreement (comprising those documents set out in the Key Terms) contains the whole agreement between the parties relating to its subject matter (being the supply by Supplier of website support and maintenance services) and supersedes any prior agreements, representations or understandings between the parties unless expressly incorporated by reference in this Agreement. The order of precedence in which the documents listed in the Key Terms shall apply is (unless otherwise stated in the Agreement and highest importance first): (1) the Key Terms and (2) these General Terms and Conditions.
Williams Commerce provide Domain Name registration and management services. We charge £25 for domain name registration, and provide Domain transfer services for a further £25. All prices exclude VAT. Details of our service levels are detailed below.
- Customers will receive a reminder 30 days before any domain name renewals
- Any complaints need to be emailed to our Helpdesk or called on 0116 3261116. Our helpdesk run a ticket system. Email address is [email protected]
- Please report any Domain Name Abuse to [email protected]
- Williams Commerce adheres to Nominet terms and conditions for any .uk registered domains. Customers can review Nominet terms and conditions can be found at http://www.nominet.uk/go/terms
- Our Service Level agreement can be found in Section 4 below.
1 Definitions and interpretation
1.1 Words shall have the meanings given to them in this Agreement, including without limitation as set out below:
Bribery Laws: means the Bribery Act 2010 and all other applicable UK legislation, statutory instruments and regulations in relation to bribery or corruption and any similar or equivalent legislation in any other relevant jurisdiction;
Business Day: means a day, other than a Saturday, Sunday or public holiday, on which clearing banks are open for non-automated commercial business in the City of London;
Charges: means the Fees payable and other amounts payable under this Agreement for the Services, as set out in the Key Terms;
Confidential Information: means any and all confidential information (whether in oral, written or electronic form) given including technical or other information imparted in confidence or disclosed by one party to the other or otherwise obtained by one party relating to the other’s business, finance or technology, know-how, intellectual property, assets, strategy, products and customers, including without limitation information relating to manufacturing or other processes, management, financial, marketing, technical and other arrangements or operations of any person, firm, or organisation associated with that party;
Consumer Prices Index or CPI: means the Consumer Prices Index as published by the UK Office for National Statistics;
Content: means all text, graphics, logos, photographs, images, moving images (including video), sound, illustrations, software, data, calculations, algorithms, methods, information and other material and related documentation featured, displayed or used in or in relation to the Website (including without limitation any Submissions);
Customer Content: means any Content provided or made available by Customer;
Force Majeure: means an event or sequence of events beyond a party’s reasonable control (which could not reasonably have been anticipated and avoided by a party) preventing or delaying it from performing its obligations hereunder, including war, revolution, terrorism, riot or civil commotion; strikes, lock outs or other industrial action, whether of the affected party’s own employees or others; blockage or embargo; acts of or restrictions imposed by government or public authority; explosion, fire; flood, natural disaster, or adverse weather conditions. Force Majeure does not include, without limitation, inability to pay, mechanical difficulties, shortage or increase of price of raw materials, over-commitment or market or other circumstances which may make the terms of this Agreement unattractive to a party;
General Terms and Conditions: means the general terms and conditions forming part of this Agreement;
Intellectual Property Rights: means any and all copyright, rights in inventions, patents, know-how, trade secrets, trade marks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, semiconductor chip topography rights, utility models, domain names and all similar rights and, in each case:
(a) whether registered or not;
(b) including any applications to protect or register such rights;
(c) including all renewals and extensions of such rights or applications;
(d) whether vested, contingent or future; and
(e) wherever existing;
Key Terms: means the key terms pages forming part of this Agreement;
Service Levels: means the service levels set out in[clause 4 below;
Support Hours: means from 9am to 5pm GMT/BST on Business Days only;
Services: means those website support and maintenance services agreed to be provided by Supplier to Customer in the Key Terms and set out in these General Terms and Conditions;
Submissions: means any user or other third-party generated Content emailed or otherwise externally submitted to the Website;
Third Party Content: means any Content owned or licensed by a third party either before or during the term of this Agreement;
VAT: means United Kingdom value added tax and any other tax imposed in substitution for it;
Website: means the website identified as ‘the Website’ in the Key Terms.
In this Agreement, unless the context otherwise requires:
1.2.1 the singular includes the plural and vice versa;
1.2.2 references to paragraphs and sub-paragraphs are to paragraphs and sub-paragraphs of the Key Terms of this Agreement;
1.2.3 references to clauses and sub-clauses are to clauses and sub-clauses of the General Terms and Conditions of this Agreement;
1.2.4 references to persons include individuals, trusts, partnerships, unincorporated bodies, government entities, companies and/or corporations (in each case whether or not having separate legal personality);
1.2.5 ‘including’ (or similar words) means including without limitation;
1.2.6 clause headings do not affect their interpretation; and
1.2.7 references to legislation (including any subsidiary legislation) include any modification or re-enactment thereof.
This Agreement will commence on the Commencement Date and will continue for a minimum period of 3 months (Initial Term) and thereafter may be terminated by either party on giving to the other party not less than 1 month’s written notice such notice to expire on or after the end of the Initial Term, subject to earlier termination by either party in accordance with this Agreement.
3.1 In consideration for the Charges, Supplier shall provide the Services (as set out in clause 2 and more particularly described in the remainder of these General Terms and Conditions) in respect of the Website to Customer from the Commencement Date and during the Support Hours, in accordance with the Service Levels.
3.2 The Services comprise:
3.2.1 bug fixing, errors and issues affecting the operation of the Website in line with the original specification;
3.2.2 online Website browser compatibility;
3.2.3 daily backup of the Website during the term of this Agreement. This backup will be delivered to Customer in full as soon as reasonably practicable after termination of this Agreement;
3.2.4 user support, questions and queries including remote support;
3.2.5 [M2E user support excluding upgrades. Technical issues will be passed to M2E for resolution;
3.2.6 minor content changes, not to exceed 40% of the content on a single page of the Website;
3.2.7 maintenance of test server environment; and
3.2.8 source code management through GitHub.
3.3 For the avoidance of doubt, the following matters are not included in the Services:
3.3.1 populating Website content with product data and pricing;
3.3.2 system and security patches;
3.3.3 Website re-design, re-alignment or redevelopment;
3.3.4 web and system upgrades;
3.3.5 paid software upgrades;
3.3.6 new module installations;
3.3.7 search engine optimisation services;
3.3.8 Website content generation and changes;
3.3.9 CMS design or integration including but not limited to blogs, shopping carts and web forums, which shall be the subject of a separate design agreement;
3.3.10 any support or maintenance services provided outside of the Support Hours.
3.4 The parties agree that Supplieris being appointed as an exclusive supplier of the Services.
4 Service Levels
4.1 Maintenance requests from Customer (which shall be made by telephone to 0116 326 1116 or email to [email protected] ) shall by logged by Supplier who shall prioritise and acknowledge all such requests and work in accordance with the service levels set out below:
The Website is inoperable (or critical functions of the Website are inoperable, e.g. payment), i.e. anything that materially affects Customer processing transactions through the Website.
Response time: 30 minutes. Resolution time: 4 hours.
Important areas of the Website are inoperable (i.e. not working but not adversely affecting normal business process).
Response time: 1 hour. Resolution time: 8 hours.
The request is not critical and the Website can operate for normal business (i.e. minor fault, minimum impact).
Response time: 4 hours. Resolution time: 3 business days.
All others (i.e. cosmetic changes).
Response time: 1 business day. Resolution time: 7 business days.