Terms and Conditions

Use the click links below to skip to the section you need:

Hosting Services Terms & Conditions

INTERPRETATION

The definitions and rules of interpretation in this condition apply in these conditions.

Agreement: the agreement between the Company and the Customer incorporating these Terms & Conditions and the Email, and any amendments to it from time to time.

Charges: means the charges specified by the Company in the Email, as varied from time to time in accordance with Clause 4.6.

Company: Radikls Ltd d/b/a Website by Lime; Dorset Web; Perfect Page; Waterside Designs; SiteWeave; Freebweb; FK Designs; East Sussex Website Design.

Conditions: these Terms and Conditions of Supply.

Customer: the customer specified in the Email.

Effective Date: the date when the Company sends the Email to the Customer.

Email: the email sent by the Company to the Customer constituting the Company’s acceptance of the Agreement pursuant to Condition 2.5 and including details of the Agreement.

Force Majeure Event: an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of or problems with the internet or a part of the internet, hacker attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars).

Intellectual Property Rights: any and all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the “intellectual property rights” referred to above include copyright and related rights, moral rights, database rights, confidential information, trade secrets, know-how, business names, trade names, domain names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs).

Minimum Term: the initial 12 month Term of the Agreement.

Personal Data: shall have the meaning given to it in the Data Protection Act 1998.

Services: any hosting services to be performed by or on behalf of the Company for the Customer under the Agreement (including any part or parts of them). This includes client pages supplied on domain names belonging to the Company.

Supply: the provision of any Services by the Company to the Customer. For the avoidance of doubt, any Services so provided are Supplied.

Term: the period of the Agreement.

Website: the Customer’s www.website comprising all pages described.

    1. A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
    2. Words in the singular include the plural and in the plural include the singular.
    3. A reference to one gender includes a reference to the other gender.
    4. Condition headings do not affect the interpretation of these Conditions.
  1. APPLICATION OF CONDITIONS
    1. Subject to any variation under Clause 2.3, the Agreement shall be subject to these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document).
    2. No terms or conditions endorsed on, delivered with or contained in the Customer’s purchase order, confirmation of order, specification or other document shall form part of the Agreement simply as a result of such document being referred to in the Agreement.
    3. These Conditions apply to the Supply of any and all Services by the Company and any variation to these Conditions and any representations about any Services shall have no effect unless expressly agreed in writing and signed by a Director of the Company. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Agreement. Nothing in this Condition shall exclude or limit the Company’s liability for fraudulent misrepresentation.
    4. Each order or acceptance of a quotation for Services by the Customer from the Company shall be deemed to be an offer by the Customer to purchase Services subject to these Conditions.
    5. No order placed by the Customer shall be deemed to be accepted by the Company until a written acknowledgement of order is issued and executed by the Company.
  2. SUPPLY OF SERVICES
    1. The Company will arrange hosting for the Website in consideration for the payment by the Customer of the Charges. The Company shall not, however, undertake any on-site set up of email or hosting services.
    2. Access details are to be used by the Customer or their immediate agents only. The Company must be notified immediately should an agent that has been given such access details cease to be appointed by the Customer, or if there is any suspicion that such access details are known to anyone not authorised by the Customer.
    3. Use of hosting resources by the Customer is subject to such use being reasonable; any excessive use (as decided by the Company) will be deemed to be in breach of these Conditions.
    4. The Company offers an unlimited use policy by maintaining very large ratios of bandwidth per Customer. However, the Company may determine that a Customer is using server resources to such an extent that the Customer risks jeopardizing server performance and resources for other Customers. In any such instance, the Company reserves the right to (a) suspend the Customer’s website immediately; or (b) continue to host the Customer’s website, but require the Customer to pay an additional fee.
    5. The Company shall use all reasonable endeavours to respond to the Customer’s notification of interruptions or other problems and to rectify any problems with reasonable diligence.
    6. However, the Company will not guarantee or be liable for any breaks in the continuity of the electricity supply or of the telecoms link to the web server that is provided by a third party.
    7. If service is suspended or interrupted the Company shall use all reasonable endeavours to restore service with minimum delay, but the Company will not be liable for any lost, corrupted or destroyed data as a result of any suspension or interruption.
    8. The Company accepts no responsibility for web server downtime or interruptions to service caused by circumstances beyond the Company’s control.
    9. The Customer undertakes that the Website shall not be used directly or indirectly for any unlawful purpose. Unlawful purposes are deemed to include but are not limited to:
      1. civil and criminal offences of copyright and trademark infringement;
      2. transmission or display or posting of indecent, obscene or pornographic material;
      3. commission of any criminal offence (including deliberate transmission of computer viruses) under the Computer Misuse Act 1990 or similar legislation in any country;
      4. any transmission or display or posting of any material which is defamatory, offensive, or is of an abusive or menacing character;
      5. use of the Website in any manner which is a violation or infringement of the rights of any individual, firm or company within the United Kingdom and elsewhere which, for the avoidance of doubt shall include but not be limited to the use of any materials, photographs and/or images without obtaining the prior consent of any relevant third party;
      6. the use of the Website for purposes generally deemed to be unacceptable, including spamming, hacking, phreaking, password cracking, pirated software, ROMS, emulators, or IP spoofing or providing “links” or “how to” information to such material.
    10. The Customer will indemnify the Company against all and any losses and costs that the Company may incur as a result of any breach of Clause 3.9 above.
    11. The Customer will ensure that that the Website complies with the laws, regulations and requirements of any country from which it can be accessed.
    12. If the Company has reasonable grounds for believing that there has been or that there may be a breach of these Conditions, the Company reserves the right to monitor any and all communications passing through the server.
    13. Without prejudice to any of the provisions of Clause 6, if the Website is used for any unlawful use the Company may suspend or terminate service immediately and at the same time as suspension or termination occurs, the Company shall notify the Customer. Where suspension or termination occurs, the Company reserves the right to delete all of the Customer’s files (including web pages) without prior notice.
    14. The Company will advise clients on selecting domain names and can act as the Customer’s agent in registering these at the Company’s stated rates, but cannot guarantee a certain name will be available. The Customer will be bound by the standard terms of the naming authority. The Company gives no warranty that any domain name will not infringe the intellectual property rights of any third party. Renewals are the sole responsibility of the Customer and accordingly the Company accepts no responsibility if a domain fails to be re-registered. The Company reserves the right to levy a charge for any administrative work associated with subsequent hosting or domain name transfers into the Company’s facilities.
    15. The Company allows domain names to be transferred from the Company free of charge, subject to the provisions of Conditions 3.15 – 3.17. Domain names must normally be paid in full for a 2 year period, but if there is a prepaid period of more than 9 months remaining on the domain name registration that has not yet been paid by the Customer, then this will be invoiced to the Customer and must be paid for before the name will be released.
    16. If the Customer transfers more than 5 names in a one month period, a charge of £5 per domain name will be payable as an administration fee for these transfers. The transfer of the first 5 names will be free.
    17. Although a domain name may be transferred or not renewed at any time by the Customer (subject to the Company receiving written notice thereof at least one month before the renewal invoice due date), the correct transfer procedures must be followed in all cases and if any domain name is to be transferred within two months of its renewal date, it will not be transferred until the Company has received full payment for that renewal.
    18. Once an invoice has been sent to the Customer for any domain name renewal, that invoice is due and payable within 14 days.
    19. If requested by the Customer, the Company will provide an email account on the domain within the quoted costs (or as an alternative, forwarding to an existing email account elsewhere can be arranged). The Customer will be given the appropriate user name and password details for the account and the incoming mail server name, along with written instructions for setting up the account in Outlook or Outlook Express. Requests for changes to user/password combinations may be made by email or telephone and will be actioned within 24 hours.
    20. The Company accepts no responsibility for email server downtime or interruptions to service. Email accounts must not be used for “spam” emailing operations.
    21. The Company is not responsible for establishing or troubleshooting the Customer’s Internet broadband facility, which provides the Customer’s Internet connection and outgoing mail server. This is the responsibility of the Customer’s own individual ISP which normally provides appropriate telephone support.
    22. The Company reserves the right to feature the Website in future promotions without seeking prior consent.
    23. The Customer grants the Company a non-exclusive licence to use the Website to the extent required for the Company to perform its obligations and exercise its rights under the Agreement.
    24. All Intellectual Property Rights in any works arising in connection with the performance of the Services by the Company will be the property of the Company.
    25. The Customer 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).
    26. The Company warrants that:
      1. it will act only on instructions from the Customer in relation to the processing of any Personal Data performed by the Company on behalf of the Customer; and
      2. 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 Customer.
  3. CHARGES AND PAYMENT
    1. The Company will issue invoices by email to the Customer in respect of the Charges, and the Customer will pay the Charges, no later than one month in advance.
    2. The provision of Services by the Company to the Customer under the Agreement may, at the Company’s discretion, be subject to the prior receipt of all payments due under invoice, and Services may be suspended or terminated where any amount is unpaid by the due date. Where suspension or termination occurs, the Company reserves the right to delete all of the Customer’s files (including web pages) without prior notice. Charges must be paid by debit or credit card, cheque or by bank payment.
    3. All Charges stated in or in relation to the Agreement are stated exclusive of VAT, unless the context requires otherwise.
    4. If the Customer does not pay any amount properly due to the Company under or in connection with the Agreement, the Customer shall be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 5 % above the base lending rate from time to time of Lloyds TSB Bank plc, accruing on a daily basis until payment is made, whether before or after any judgment. The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998. The Customer shall reimburse the Company for any and all costs incurred by the Company in recovering payment pursuant to this Clause 4.4.
    5. The Company may vary the applicable Charges by giving to the Customer not less than 30 days’ written notice of the variation expiring on any anniversary of the Effective Date.
    6. Throughout the Term, the Customer shall be responsible for ensuring that the Company is furnished with the Customer’s complete, correct and current contact details (including but not limited to the Customer’s email address) since the non-receipt of any invoice shall not excuse any payment obligation of the Customer under the Agreement.
  4. WARRANTIES AND LIABILITY
    1. The Company warrants that (subject to the other provisions of these Conditions) any Services will be performed with reasonable skill and care.
    2. If any of the Services do not conform with the warranty in Clause 5.1, the Company shall re-perform any Services which are proved to the reasonable satisfaction of the Company not to have been performed with reasonable skill and care, or at the Company’s option, shall refund any monies already paid by the Customer for any such Services.
    3. All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 2 of the Supply of Goods and Services Act 1982 ) are, to the fullest extent permitted by law, excluded from the Agreement.
      1. Nothing in these Conditions excludes or limits the liability of the Company:
      2. for death or personal injury caused by the Company’s negligence; or
      3. under section 2(3), Consumer Protection Act 1987; or
      4. for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or
      5. for fraud or fraudulent misrepresentation.
      6. Subject to Clause 5.4, the Company’s liability to the Customer under or in connection with the Agreement, whether in contract or tort (including negligence), will be
    4. limited as follows:
      1. the Company will not be liable for any:
        1. loss of profits, income or anticipated savings,
        2. loss or corruption of any data, database or software,
        3. reputational damage or damage to goodwill;
        4. loss of any commercial opportunity, or
        5. indirect, special or consequential loss or damage;
      2. the Company will not be liable for any losses arising out of a Force Majeure Event; and
      3. the Company’s liability in relation to any event or series of related events will not exceed the amount payable (or which would be payable) by the Customer to the Company in respect of 12 months of Services purchased by the Customer.
  5. TERM AND TERMINATION
    1. The Agreement will come into force on the Effective Date and will continue in force for the Minimum Term and thereafter indefinitely, unless and until terminated in accordance with this Clause 6.
    2. Unless the Customer gives written notice of termination to the Company at least 30 days prior to the last day of the Minimum Term, the Term of the Agreement shall continue indefinitely beyond the expiry of the Minimum Term for successive periods of 12 months duration, until such time as the Customer gives the Company 30 days written notice of termination, such notice period to expire on the last day of the relevant 12 month period.
      1. The Agreement will terminate upon the first to occur of the following:
      2. the Agreement is terminated under Clause 6.2 or 6.4; or
      3. the Customer has failed to make any payment due under Clause 4 of this Agreement within 14 days of its due date or is otherwise in breach of the Agreement; or
      4. the Customer gives written notice to the Company that the Company is in breach of the Agreement and the Company does not remedy such breach within 30 days of receipt of the notice; or
      5. the Company gives the Customer 30 days written notice of termination.
    3. The Agreement will terminate without further action or notice by the Company if the Customer becomes bankrupt, goes into liquidation, suffers or makes any winding up petition, makes an arrangement with the Customer’s creditors, has an administrator, administrative receiver or receiver appointed or suffers or files any similar action in consequence of debt (or any other similar action in any jurisdiction).
    4. On termination of the Agreement for any reason:
      1. the Customer shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest and, in respect of any Services supplied but for which no invoice has been submitted, the Company may submit an invoice, which shall be payable immediately on receipt; and
      2. the accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.
  6. WAIVER
    1. The waiver by the Company of a breach or default of any provision of this Agreement by the Customer shall not be construed as a waiver of any succeeding breach of the same or other provisions of this Agreement.
  7. TRANSFER
    1. The Customer shall not assign, sub-contract or otherwise transfer this Agreement without the prior written consent of the Company. For the avoidance of doubt, the provisions of this Condition shall not apply to the Company.
  8. ENTIRE AGREEMENT
    1. This Agreement sets out the entire agreement of the parties and supersedes all prior agreements and understandings relating to its subject matter.

    GOVERNING LAW AND JURISDICTION

    1. This Agreement shall be governed by English law and the parties shall submit to the exclusive jurisdiction of the English Courts.

Website Design & Development Terms & Conditions

  1. INTERPRETATION
    1. The definitions and rules of interpretation in this condition apply in these conditions.
      Company: Radikls Ltd d/b/a Website by Lime; Dorset Web; Perfect Page; Waterside Designs; SiteWeave; Freebweb; FK Designs; East Sussex Website Design.
      Conditions: these Terms and Conditions of Supply.
      Contract: any contract between the Company and the Customer for the Supply of any Services, incorporating these conditions.
      Customer: the person, firm or company who purchases the Services from the Company.
      Design Fee: the fee for the design of the Website.
      Effective Date: the date upon which a written acknowledgement of order is issued and executed by the Company pursuant to Condition 2.5.
      Minimum Term: the initial 12 month Term of the Contract.
      Personal Data: shall have the meaning given to it in the Data Protection Act 1998. Services: any website design services agreed in the Contract to be performed by the Company for the Customer (including any part or parts of them).
      Supply: the provision of any Services by the Company to the Customer. For the avoidance of doubt, any Services so provided are Supplied.
      Term: the period of the Contract.
      Website: the Customer’s www.website comprising all pages described.
      Website Specification: the specification for the Website.
    2. A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
    3. Words in the singular include the plural and in the plural include the singular.
    4. A reference to one gender includes a reference to the other gender.
    5. Condition headings do not affect the interpretation of these Conditions.
  2. APPLICATION OF CONDITIONS
    1. Subject to any variation under Condition 2.3, the Contract shall be on these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document).
    2. No terms or conditions endorsed on, delivered with or contained in the Customer’s purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
    3. These Conditions apply to the Supply of any and all Services by the Company and any variation to these Conditions and any representations about any Services shall have no effect unless expressly agreed in writing and signed by a Director of the Company. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. Nothing in this Condition shall exclude or limit the Company’s liability for fraudulent misrepresentation.
    4. Each order or acceptance of a quotation for Services by the Customer from the Company shall be deemed to be an offer by the Customer to purchase Services subject to these Conditions.
    5. No order placed by the Customer shall be deemed to be accepted by the Company until a written acknowledgement of order is issued and executed by the Company.
  3. SUPPLY OF SERVICES
    1. In consideration for the payment of the Design Fee, the Company will design the Website.
    2. Unless otherwise agreed between the Customer and the Company, the Customer agrees to provide the component parts of the Website (namely the text and images) within thirty (30) days. No refund will be made in the event that the Customer fails to provide sufficient content to complete the design of the Website.
    3. Proofs of all work will be submitted for Customer’s approval and the Company shall incur no liability for any errors not corrected and communicated by the Customer in proofs so submitted. Any alterations suggested by the Customer and additional proofs necessitated thereby may result in additional charges.
    4. All content must be supplied in a suitable digital format unless agreed otherwise beforehand. Failure to supply material in digital format may result in extra charges being made for processing content for use on the Website. Where the content which is provided is in a form where a significant amount of copywriting is required, a further charge may be made.
    5. The Customer grants the Company permission to utilise all content, text, logos and any other company materials or identity for the purposes of creating the Website.
    6. The Customer warrants that all content and any text, photographs and/or images provided to the Company belongs to or is licensed to the Customer and that any and all work done in accordance with the Customer’s instructions with respect to the design of the Website shall not infringe any copyright, trade mark or other intellectual property right of any third party. The Customer shall fully and promptly indemnify the Company against all liabilities, costs, damage, damages and expenses which the Company may incur as a result of any and all work done as aforesaid which infringes any third party intellectual property right and otherwise from the use of any material which the Company may add to the Website.
    7. A design credit with a link to the Company’s website will appear on the main home page of the Website either in text or graphic format. The link will be designed to fit the overall design of the Website. The Company retains the right in all cases to use the Services in any manner, at any time and in any part of the world, for the purposes of advertising or otherwise promoting the Company’s work.
    8. The Customer must provide the Company with copies of the Customer’s terms and conditions and any privacy statement that the Customer wishes to be incorporated into the design.
    9. In the event that the Company is unable to complete a Website because of lack of text and/or pictures, then text may be added using Latin text and pictures using appropriate library pictures. At this point the Website will be considered completed and invoiced accordingly.
    10. No content provided to the Company may contain any of the following:
      1. Illegal Material – this includes copyrighted works, commercial audio, video, or music files, any defamatory content and any material in violation of any local or international regulations or laws.
      2. Adult Material – includes all pornography and otherwise obscene content. The designation of “adult material” and ‘’obscene’’ is left entirely to the discretion of the Company.
      3. Warez – includes pirated software, ROMS, emulators, phreaking, hacking, password cracking, IP spoofing and encrypting of any of the above or any information about how to create such material.
      4. Also included in the above prohibitions are links to sites containing such content.
    11. The Customer agrees to indemnify and hold harmless the Company against any breach by the Customer of Condition 3.10.
    12. The Company will provide the Customer with the Company’s estimated timescale for progress and completion of the Services and the Company will use its reasonable endeavours to meet those timescales (as long as the Customer performs the Customer’s obligations promptly) but, unless the Company agrees otherwise, any timescales or projected completion dates are estimates only and the Company cannot guarantee that they will be met. In any event, the Company shall have no liability to the Customer if the Company is delayed in performing or is unable to perform any of its obligations under the Contract due to circumstances beyond its reasonable control.
    13. The acceptance procedure will be as follows:
      1. When the Company considers the design to be completed, the Website will be uploaded to a test domain for the Customer to preview and the Customer will receive notification by telephone or email.
      2. The Customer will have seven days from the notification to carry out an appraisal of the design and inform the Company of any changes required to correct any errors.
      3. The Company will carry out the agreed amendments within seven days. The Customer will then have a further seven days to appraise the changes to the design and inform the Company of any errors in the changes.
      4. After this period the design is considered as accepted and the Customer will be invoiced for the outstanding costs and any further amendments are chargeable. The Website will not be launched onto the Customer’s domain until the final payment has been received by the Company and has cleared the Company’s account.
      5. Any further amendments are then chargeable.
    14. All information, drawings, specifications, documents, design material and all other data which the Company may have imparted and may from time to time impart to the Customer relating to its know-how, business, prices, services, the Website, contracts (including the Contract), website design and content is proprietary and confidential. The Customer hereby agrees that it will use such confidential information and all other data solely for the purposes of the Contract and that it will not at any time during or any time after the completion, expiry or termination of the Contract use or disclose the same whether directly or indirectly, to any third party without the Company’s prior written consent.
    15. The Customer acknowledges that any and all of the copyright, trademarks, trade names, patents and other intellectual property rights created, developed, subsisting or used in or in connection with the development and design of the Website and all rights in any core files created or developed by the Company in connection with the development and design of the Website are and shall remain the sole property of the Company and the Company hereby grants to the Customer a non-exclusive right to use all such rights in accordance with the Website Specification. The Customer shall not at any time after the completion, expiry or termination of this Contract in any way question or dispute the ownership by the Company thereof, nor shall the Customer reproduce any such rights, nor cause or permit them to be reproduced without the written consent of a Director of the Company. Without limitation, copyright and any and all other rights in the Website design source code shall be retained solely by the Company. In the event that new inventions, designs or processes evolve in the performance of or as a result of this Contract, the Customer acknowledges that the same shall be the property of the Company unless otherwise agreed in writing by the Company.
    16. The Customer warrants that it has the legal right to disclose all Personal Data that it does in fact disclose to the Company under the Contract, and that the processing of that Personal Data by the Company for the purposes of and in accordance with the terms of the Contract will not breach any applicable laws (including the Data Protection Act 1998).
    17. The Company warrants that:
      1. it will act only on instructions from the Customer in relation to the processing of any Personal Data performed by the Company on behalf of the Customer; and
      2. 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 Customer.

    18. In no circumstances shall the Customer have the right to cancel this Contract without the Company’s written agreement; if such agreement is given, the Customer will indemnify the Company against all losses (including loss of profit) suffered by the Company arising out of such cancellation.
    19. Should the Company require the Customer to perform any action or supply material necessary for the Company to complete the Contract, then the Company shall be entitled to treat any failure by the Customer to comply with the Company’s request, as a material breach of the Contract. The Company shall, in consequence thereof, be entitled to make an appropriate charge to cover reasonable costs, expenses and loss of revenue caused by such a breach.
  4. PRICE AND PAYMENT
    1. Unless otherwise stated all prices are exclusive of VAT, where VAT is applicable.
    2. The Customer shall pay the Design Fee to the Company (with time for payment being of the essence) as follows:
      1. The Customer shall make payment of a non-refundable deposit to the Company. The deposit payable to the Company shall be 50% of the Design Fee, unless otherwise agreed in writing by the Company in advance; and
      2. Payment for the Services shall be made in full upon completion of performance of the Services.
    3. In respect of any Contract where the completion date is more than two months after the Contract date, then the Company may increase the Design Fee pro rata to correspond with any increase in the price of labour and/or other pertinent costs between those two dates.
    4. The Company reserves the right to vary the Design Fee in the event of increased costs caused by or attributable to:
      1. delay caused by failure of the Customer to provide appropriate, adequate, correct or complete information to enable timely performance of the Services; and/or
      2. change or alteration in design, quality or specification details by the Customer; and/or
      3. correction of errors made by the Customer.
    5. In the price of the website design cost we have allowed for no more than one visit to the clients’ premises. If further visits are requested/required then the cost will be £50 an hour on site, travel time taken each way from our Poole studio and £0.45 per mile for mileage costs.
    6. Should the Customer fail to make any payment required in respect of any work to be carried out on his behalf, whether prior to commencement of such work or during the production of such work, then the Company shall have the right to deem such failure to be a repudiation of the Contract (in which case it shall so inform the Customer in writing) without prejudice to any other right or remedy of the Company, the Company may:
      1. Cancel the remainder (if any) of the Contract concerned and recover from the Customer damages for any loss suffered by the Company as a result of such cancellation and/or
      2. Cancel any other contract or the remainder of any other contract which the Company may have with the Customer and recover from the Customer damages for loss suffered by the Company as a result of such cancellation; and
      3. Claim interest from the due date on the unpaid amount at the annual rate of 5 % above the base lending rate from time to time of Lloyds TSB Bank plc, accruing on a daily basis until payment is made, whether before or after any judgment; or
      4. Claim interest from the due date on the unpaid amount accruing on a daily basis at the rate prescribed by the Late Payment of Commercial Debts (interest) Act 1998; and
      5. Suspend any further work under the Contract or any other contract until payment is made in full and in addition the Company may, by notice in writing to the Customer, treat any such Contract as repudiated by the Customer and to recover all losses and expenses suffered by the Company as a result of such repudiation.
  5. WARRANTIES AND LIABILITY
    1. The Company warrants that (subject to the other provisions of these Conditions) any Services will be performed with reasonable skill and care.
    2. However, we make no representation and exclude any warranty, express or implied, as to the availability, quality, accuracy, timeliness, completeness, performance or fitness of the Service.
    3. All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 2 of the Supply of Goods and Services Act 1982 ) are, to the fullest extent permitted by law, excluded from the Contract.
    4. Nothing in these Conditions excludes or limits the liability of the Company:
      1. for death or personal injury caused by the Company’s negligence; or
      2. under section 2(3), Consumer Protection Act 1987; or
      3. for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or
      4. for fraud or fraudulent misrepresentation.
    5. Subject to Condition 5.3 and Condition 5.4:
      1. the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Design Fee; and
      2. the Company shall not be liable to the Customer for loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever or howsoever caused, which arise out of or in connection with the Contract.
      3. The Company hereby excludes itself, its Employees and or Agents from: all and any liability for loss or damage caused by any inaccuracy; omission; delay or error, whether the result of negligence or other cause in the production of the web site; All and any liability for loss or damage to clients artwork/photos/content and any digital resources, supplied for the site. This is whether the loss or damage results from negligence or otherwise.
  6. TERMINATION
    1. The Contract will come into force on the Effective Date and will continue in force for the Minimum Term and thereafter indefinitely, unless and until terminated in accordance with this Clause 6.
    2. Unless the Customer gives written notice of termination to the Company at least 30 days prior to the last day of the Minimum Term, the Term of the Contract shall continue indefinitely beyond the expiry of the Minimum Term for successive periods of 12 months duration, until such time as the Customer gives the Company 30 days written notice of termination, such notice period to expire on the last day of the relevant 12 month period.
    3. Without prejudice to any other available rights or remedies, the Contract may be terminated immediately upon written notice from the Company to the Customer, if:
      1. the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment; or
      2. the Customer commits a recurring or material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within 14 days of receipt of written notice of the breach from the Company.
    4. The Contract will terminate without further action or notice by the Company if the Customer becomes bankrupt, goes into liquidation, suffers or makes any winding up petition, makes an arrangement with the Customer’s creditors, has an administrator, administrative receiver or receiver appointed or suffers or files any similar action in consequence of debt (or any other similar action in any jurisdiction).
    5. On termination of the Contract for any reason:
      1. the Customer shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Company may submit an invoice, which shall be payable immediately on receipt; and
      2. the accrued rights and liabilities of the Company as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.
  7. WAIVER
    1. The waiver by the Company of a breach or default of any provision of this Agreement by the Customer shall not be construed as a waiver of any succeeding breach of the same or other provisions of this Agreement.
  8. TRANSFER
    1. The Customer shall not assign, sub-contract or otherwise transfer this Contract without the prior written consent of the Company. For the avoidance of doubt, the provisions of this Condition shall not apply to the Company.
  9. ENTIRE AGREEMENT
    1. This Contract sets out the entire agreement of the parties and supersedes all prior agreements and understandings relating to its subject matter.
  10. GOVERNING LAW AND JURISDICTION
    1. This Contract shall be governed by English law and the parties shall submit to the exclusive jurisdiction of the English Courts.

Search Engine Optimisation Terms & Conditions

  1. Definitions and interpretation
    1. In the Agreement:
      “Agreement” means the agreement between the Company and the Customer incorporating these Terms & Conditions and the Email, and any amendments to it from time to time;“Charges” means the charges specified by the Company in the Email, as varied from time to time in accordance with Clause 9.7;“Company”: Radikls Ltd d/b/a Website by Lime; Dorset Web; Perfect Page; Waterside Designs; SiteWeave; Freebweb; FK Designs; East Sussex Website Design.“Customer” means the customer specified in the Email;

“Effective Date” means the date when the Company sends to the Customer the Email;

“Email” means the email sent by the Company to the Customer constituting the Company’s acceptance of the Agreement pursuant to Condition 2 and including details of the Agreement;

“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of or problems with the internet or a part of the internet, hacker attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);

“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the “intellectual property rights” referred to above include copyright and related rights, moral rights, database rights, confidential information, trade secrets, know-how, business names, trade names, domain names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

“Minimum Term” means the initial 12 month Term of the Agreement;

“Package” means a package of Services, comprised of the SEO service options offered by the Company from time to time;

“Personal Data” has the meaning given to it in the Data Protection Act 1998;

“Services” means the search engine optimisation services provided or to be provided by the Company to the Customer under the Agreement;

“Term” means the period of the Agreement; and

“Website” means the Customer’s website in respect of which the parties have agreed that the Services will be provided.

  • In the Agreement, a reference to a statute or statutory provision includes a reference to:
    1. that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
    2. any subordinate legislation made under that statute or statutory provision.
  • 1.3 The Clause headings do not affect the interpretation of the Agreement.
  • Application, Acceptance and Term
    These Terms & Conditions apply to the supply of any and all Services by the Company and any variation to these Terms & Conditions and any representations about any Services shall have no effect unless expressly agreed in writing and signed by a Director of the Company. No order placed by the Customer shall be deemed to be accepted by the Company until a written acknowledgement of order is issued and executed by the Company. The Agreement will come into force on the Effective Date and will continue in force for the Minimum Term and thereafter indefinitely, unless and until terminated in accordance with Clause 13.
  • Covid19 – Temporary amendment to our Terms and Conditions
    An agreed temporary 3 month reduction in your SEO agreement with Radikls Ltd would result in parts of your SEO service being reduced for the duration. These would be limited to:- No changes to SEO keywords/phrases
    – Social Media and any Content/PR postings stopped
    – No reports/stats will be provided
    – Domain names will not be allowed to be transferred away / No access to FTP
    – Switching back on services on first-come/first-served basis
    An agreed temporary 3 month suspension in your SEO agreement with Radikls Ltd would result in your SEO service being suspended for the duration. This would include:
    – Preventing Search Engines from scanning your website which will cause ranked listings to be lost
    – Inbound Links from our client directories being removed
    – Google Places listings having descriptions removed and marked as “temporarily closed”
    – Social Media and any Content/PR postings stopped
    – No reports/stats will be provided
    – Domain names will not be allowed to be transferred away / No access to FTP
    – Switching back on services on first-come/first-served basis
  • Services
    1. The Company will promote the Website in accordance with the Package purchased by the Customer.
    2. The search engines targeted will, in the Company’s sole discretion, be those search engines that the Company considers to be the most important with regards to popularity, language, content, location, coverage or any other criteria that the Company, in its sole discretion, considers suitable.
    3. The Company will, in its sole discretion, choose suitable sets of words to search for in the search engines and the position in the results obtained using these words will be used for assessing search engine listings. A listing is where a search engine is queried with the words chosen by the Company and the Customer’s website address or a link to that address appears in the results returned. The words chosen by the Company will be a test phrase. Although the Customer’s website address, or links to that address, will be listed when searching for different words, reports will contain only one test phrase.
    4. The Company will optimise pages on the Website for the search engines, in accordance with the relevant Package description (which may include adding, deleting and/or altering text, images, pages, meta-tags, titles, mark-ups, style sheets, scripts, internal and external links and Website structure).
  • Customer Obligations
    1. The Customer must provide the Company with log-in information (FTP username and password) to allow the Company to gain access to the Website. The Company will maintain confidentiality of log-in information. The Customer must inform their webmaster or anyone else who has access to the Website that the Company will be performing search engine optimisation services on the Website.
    2. The Customer understands that search engines are independent companies who select and rank sites using their own criteria and therefore to obtain a high ranking the Customer must follow the Company’s recommendations for optimising the Website for search engine listing. If the Customer fails to follow the Company’s recommendations then the results achieved by the Company will have considerably less importance than would be achieved otherwise.
    3. The Customer shall assist the Company in ensuring that the Company has the unrestricted ability to optimise the structure and content of the Customer’s web pages. Such changes generally have a minimal visual impact. The Company will work directly with the Customer in order to maintain the original look and feel of the Website.
    4. Where any changes to the Website made by the Company or on the recommendation of the Company are altered, reverted or deleted, then the Customer must notify the Company immediately. The Company may apply an additional charge in respect of restoration and remedial work.
  • Ancillary Products, Services and Licences
    The Company will upon request provide to the Customer additional products, services and/or licences, subject to the provisions of this Clause 5:

 

 

  1. the use of the relevant product, service or licence will be subject to the Customer agreeing to the appropriate terms and conditions;
  2. the specification of products, services and licences is subject to change at the discretion of the Company;
  3. should the Agreement be terminated, then at the discretion of the Company, the provision of the products, services and licences may be terminated, or the continued provision of the products, services and licences may be subject to the payment of a fee or charge;
  4. the products, services and licences will be provided for such period as the Company may agree or specify from time to time.
  • Customer Responsibilities
    The Customer will provide to the Company:
  1. the ability to access and make changes to the Website (or, where the Company agrees, the Customer will promptly make any changes to the Website requested by the Company);
  2. assistance in determining appropriate keywords and key phrases which should be targeted using the Services;
  3. direct access to analytical data concerning the Website, such as data concerning referral sources, visitor activity, Website usage, conversion rates, and similar data.
  • Legality
    1. The Customer must not use the Website:
      1. to host, store, send, relay or process any material; or
      2. for any purpose;

      which is unlawful, illegal, fraudulent, or which breaches any applicable laws, regulations or legally binding codes, or infringes any third party rights, or may give rise to any form of legal action against the Company or the Customer or any third party.

    2. Where the Company reasonably suspects that there has been a breach of the provisions of this Clause 7, the Company may suspend any or all of the Services and/or the Customer’s access to any or all Services while it investigates the matter.
    3. Any breach by the Customer of this Clause 7 will be deemed to be a material breach of the Agreement.
    4. The Customer hereby indemnifies and undertakes to keep indemnified the Company against any and all liabilities, damages, losses, expenses and costs (including legal expenses and amounts paid in settlement of any claim or legal action) arising, directly or indirectly, out of any breach or alleged breach by the Customer of this Clause 7.
  • Intellectual Property Rights
    1. The Customer grants the Company a non-exclusive licence to use the Website to the extent required for the Company to perform its obligations and exercise its rights under the Agreement.
    2. All Intellectual Property Rights in any works arising in connection with the performance of the Services by the Company will be the property of the Company. Where the Company modifies the Website in the process of providing the Services, the Company hereby grants to the Customer a non-exclusive royalty-free licence to use such modifications in connection with the Website.
  • Charges and Payment
    1. The Company will issue invoices to the Customer in respect of Charges, and the Customer will pay the Charges, in advance.
    2. The provision of Services by the Company to the Customer under the Agreement may, at the Company’s discretion, be subject to the prior receipt of all payments due under invoice, and Services may be suspended where any amount is unpaid by the due date.
    3. Charges must be paid by debit or credit card, cheque or by bank credit.
    4. Credit and debit card payments may be automatically deducted from the Customer’s card upon or after the issue of an invoice. Any payment requests that fail may incur an additional administration fee at the discretion of the Company.
    5. All Charges stated in or in relation to the Agreement are stated exclusive of VAT, unless the context requires otherwise.
    6. If the Customer does not pay any amount properly due to the Company under or in connection with the Agreement, the Customer shall be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 5 % above the base lending rate from time to time of Lloyds TSB Bank plc, accruing on a daily basis until payment is made, whether before or after any judgment. The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998. The Customer shall reimburse the Company for any and all costs incurred by the Company in recovering payment pursuant to this Condition 9.6.
    7. The Company may vary the applicable Charges by giving to the Customer not less than 30 days’ written notice of the variation expiring on any anniversary of the Effective Date.
  • Warranties
    1. The Customer warrants to the Company that it has the legal right and authority to enter into and perform its obligations under the Agreement.
    2. The Company warrants to the Customer:
      1. that it has the legal right and authority to enter into and perform its obligations under the Agreement; and
      2. that it will perform its obligations under the Agreement with reasonable care and skill.
    3. The Customer acknowledges that:
      1. search engine algorithms will change from time-to-time, which may affect the Website’s rankings in the search engine results pages, and the Company has no control over such changes;
      2. it can take many months for the Services to have any significant effects upon the ranking of a Website in the search engine results pages;
      3. SEO site promotion is an ongoing task and, should the Customer terminate the Agreement and/or stop promoting the Website, that would be likely to have a negative impact upon the effects of the Services;
      4. the Company will not be responsible for any alterations to the Website made by the Customer or any third party that reverse or effect changes made to the Website by the Company as part of the Services;
      5. the promotion of the Website may lead to higher traffic levels and bandwidth requirements for the Website, and the Customer will be responsible for arranging and paying for such requirements;
      6. notwithstanding the Services, the Website’s search engine results page rankings and traffic levels may decrease as well as increase;
      7. it is not possible to give any guarantees for any specific result on any search engine, nor can the Company quantify the level of increased traffic or sales or give any guaranteed positioning as a result of the Services; and
      8. the Company does not own or control any search engines or directories to which the Website may be submitted, and no refunds will be given in the event of any refusal to include the Website in a search engine or directory database.
    4. The Company does not warrant that any particular results will be achieved through the Services.
    5. All of the parties’ liabilities and obligations in respect of the subject matter of the Agreement are expressly set out in the terms of the Agreement. To the maximum extent permitted by applicable law, no other terms concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.
  • Limitation of Liability
    1. 11.1 Nothing in the Agreement will exclude or limit the liability of either party for:
      1. death or personal injury caused by that party’s negligence;
      2. fraud or fraudulent misrepresentation on the part of that party; or
      3. any other liability which may not be excluded or limited under applicable law.
    2. 11.2 Subject to Clause 11.1 and without affecting the indemnity in Clause 7.4, the Company’s liability to the Customer under or in connection with the Agreement or any collateral contract, whether in contract or tort (including negligence), will be limited as follows:
        1. the Company will not be liable for any:
        2. loss of profits, income or anticipated savings,
        3. loss or corruption of any data, database or software,
        4. reputational damage or damage to goodwill;
        5. loss of any commercial opportunity, or
        6. indirect, special or consequential loss or damage;
      1. the Company will not be liable for any losses arising out of a Force Majeure Event; and
      2. the Company’s liability in relation to any event or series of related events will not exceed the amount payable (or which would be payable) by the Customer to the Company in respect of 1 year of Services under the Package purchased by the Customer.
  • Data Protection
    1. The Customer 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).
    2. The Company warrants that:
      1. it will act only on instructions from the Customer in relation to the processing of any Personal Data performed by the Company on behalf of the Customer; and
      2. 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 Customer.
  • Termination
    1. Unless the Customer gives written notice of termination to the Company at least 30 days prior to the last day of the Minimum Term, the Term of the Agreement shall continue indefinitely beyond the expiry of the Minimum Term, until such time as the Customer gives the Company 30 days written notice of termination.
    2. The Agreement will terminate upon the first to occur of the following:
      1. the Agreement is terminated under Clause 13.1 or 13.3; or
      2. the Customer has failed to make any payment due under clause 9 of this Agreement within 30 days of its due date or is otherwise in breach of the Agreement; or
      3. the Customer gives written notice to the Company that the Company is in breach of the Agreement and the Company does not remedy such breach within 30 days of receipt of the notice; or
      4. the Company gives the Customer 30 days written notice of termination.
    3. The Agreement will terminate without further action or notice by the Company if the Customer becomes bankrupt, goes into liquidation, suffers or makes any winding up petition, makes an arrangement with the Customer’s creditors, has an administrator, administrative receiver or receiver appointed or suffers or files any similar action in consequence of debt (or any other similar action in any jurisdiction).
  • Effects of Termination
    1. Termination of the Agreement will not affect either party’s accrued rights (including accrued rights to be paid) as at the date of termination.
    2. If the Agreement is terminated by the Company under Clauses 13.2 or 13.3, or if any amount is owed to the Company upon the termination of the Agreement, the Company may (without prejudice to any other rights the Company may have):
      1. reverse any changes to the Website and/or delete any material from the Website, made or added in the course of the provision of the Services under the Agreement;
      2. delete and/or cancel any and all advertising campaigns, directory subscriptions, similar subscriptions, inbound links and site maps relating to the Website.
  • General
    1. No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach.
    2. If a Clause of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of the Agreement will continue in effect. If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted).
    3. Nothing in the Agreement will constitute a partnership, agency relationship or contract of employment between the parties.
    4. The Agreement may not be varied except by a written document signed by or on behalf of each of the parties.
    5. The Company may freely assign its rights and obligations under the Agreement without the Customer’s consent. Save as expressly provided in this Clause or elsewhere in the Agreement, neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise dispose of or deal in the Agreement or any rights or obligations under the Agreement.
    6. The Company may subcontract any of its obligations under the Agreement to any third party.
    7. The Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Agreement are not subject to the consent of any third party.
    8. Subject to Clause 11.1:
      1. the Agreement will constitute the entire agreement between the parties in relation to the subject matter of the Agreement, and supersedes all previous agreements, arrangements and understandings between the parties in respect of that subject matter;
      2. neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into the Agreement; and
      3. neither party will have any liability other than pursuant to the express terms of the Agreement.
    9. The Agreement will be governed by and construed in accordance with the laws of England and Wales; and the courts of England will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.
COVID-19 Update

We wanted to update you on our response to the current COVID-19 outbreak that is causing difficulties on a global scale.

During these challenging circumstances the team here at Radikls is still working hard, and will continue to do so, in order to meet the needs of our clients and ensure that all of our services including email & websites continue to function as normal. We appreciate how important it is for businesses to stay active and remain operating when safe to do so and it is our priority to provide the support that allows this to happen.

Whether you require urgent updates made to your websites & social media in order to keep your customers up to date, need changes implemented to advertise new services you are offering during this time of crisis or have started working from home and need our assistance in accessing your email or website our team is available to help. You can rest assured that we are committed to supporting our clients throughout this situation in any way we can.

In order to contain the spread of the virus, we will be not be attending “face to face” meetings over the coming weeks and our staff are working from home and can be contacted through the current phone and email communications.

We wish everybody the best in staying safe and healthy over the coming weeks & months and encourage you to contact us if there’s anything we may be able to assist you with in the face of these challenging times and we thank you for your continued loyalty.