Terms & Conditions

Definitions and Interpretation:

1. In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
   “Client” means you, the individual, firm or corporate body purchasing the Services. Where an individual is entering into this Contract on behalf of a business, the individual confirms they have the authority to do so and to contractually bind that business and the business shall be the Client in the context of this Contract;

“Contract” means the contract formed as detailed in clause 2, which includes the acceptance of these Terms and Conditions;
“Quotation” means the written quotation provided by us to you, which unless otherwise stated, remains open for acceptance for a period of 30 days and constitutes our entire scope of works; and

“Services” means the web design, hosting, and/or any other services provided by us to you.

2. Unless the context otherwise requires, each reference in these Terms and Conditions to:

   1. 2.1  “we”, “us”, “our” is a reference to the Agency and includes our employees and agents;
   2. 2.2  “you” and “your” is a reference to the Client and includes your employees and agents;
   3. 2.3  “writing” and “written” includes emails and similar transmissions;
   4. 2.4  a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
   5. 2.5  “these Terms and Conditions” is a reference to these Terms and Conditions as may be amended or supplemented at the relevant time;
   6. 2.6  a clause is a reference to a clause of these Terms and Conditions;
   7. 2.7  a “Party” or the “Parties” refer to the parties to these Terms and Conditions.
      

3. The headings used in these Terms and Conditions are for convenience only and shall have no effect upon their interpretation. Words imparting the singular number shall include the plural and vice versa. References to any gender shall include the other gender. References to persons shall include corporations.
4. No terms or conditions stipulated or referred to by you in any form whatsoever shall in any respect vary or add to these Terms and Conditions unless agreed by us in writing.

Website Design

5. It is your responsibility to check for mistakes, including spelling and grammar mistakes, at all stages and we accept no responsibility for the same.
6. We design our websites using editable platforms. Once the website goes live, we will provide you with a login to access your site. This will enable you to edit the text and images on certain pages. However we do not recommend editing the header or footer, any CSS or core PHP files, or adding, removing or updating any plugins or content management systems, unless otherwise agreed, to avoid errors being made.
7. All proprietary rights in the website remain with us throughout the term of the Contract. You must not:
   7.1 attempt to copy, modify, duplicate, create derivative works from or mirror all or any part of the website;
   7.2 attempt to reverse compile, disassemble, or reverse engineer all or any part of the website; or
   7.3 attempt to obtain, or assist third parties in obtaining, access to the website
8. Your monthly hosting fee does not include customised design or editing services once your site is live on your domain. Post launch, you will be required to organise editing of all text, image and design elements independently of Kite Talk.
   8.1 Prior to that Kite Talk can make two full edits for free, provided you do not cancel before your paid subscription starts.
   8.2 We will can make further edits prior to launch but will charge £50 an hour. 
   

Website Hosting and Maintenance

9. Payment for web hosting and/or maintenance Services is due monthly in advance, upon receipt of invoice. You may be required to set up and maintain a direct debit for the duration of the hosting Contract; this may be through a third party direct debit service such as GoCardless; a separate contractual relationship will be created between you and the third party and we cannot be held liable for any errors, actions, omissions or incorrect charges that may be made by the third party.
10. The Contract for any web hosting and/or maintenance Services will be on a monthly rolling basis, unless either party decides to terminate
11. We will use our best endeavours to ensure the web hosting Services are uninterrupted, and we shall monitor for downtime and endeavour to resolve issues as soon as reasonable possible upon becoming aware of such issues. However, we will be under no liability to refund the hosting fees for any period of downtime encountered.
12. In addition, we cannot be held responsible for events that occur outside our control, including, but not limited to, your domain not pointing to our servers, loss of data and hacking. You are responsible for keeping your own passwords secure, adequately strong and for backing up any images and data you have added on the website.
13. Where we are providing maintenance we shall back up your site regularly in accordance with industry standard, should you cease to have a maintenance contract with us, it shall be your responsibility to store all data.

Transferring to another hosting provider

14. Any websites hosted by us cannot be transferred to another hosting provider. If you cancel your hosting subscription, your website will no longer be live. 

Cancelling your hosting subscription

15.  You can cancel your subscription at any time through our online portal. Your website will be hosted by us for the rest of the month that your most recent payment has covered.
16.  Your website will not remain live once your subscription has finished.
    `16.1. If you cancel your subscription before your website is live, you will be charged £100 per unpaid edit to cover the time spent building the site.
    `16.2. If you are on a 6 month payment plant, you will be charged £100 per unpaid edit if you cancel before or during the first 6 months of your plan.
    16.3. You can cancel your subscription by A) directly activating cancellation through your dashboard or B) requesting cancellation by email. We respond to requests by asking you if you are sure you would like to cancel, reminding you of our cancellation terms. We will keep your site live for 1 month if we here nothing and then cancel it, debiting all charges owed in the case of 16.1 and 16.2

Data Protection

17. Both parties agree to comply with all applicable data protection legislation including, but not limited to, the General Data Protection Regulation 2016 and any subsequent amendments thereto.
18. If you are providing us with the personal data of any other person, it is your responsibility to obtain the consent of those persons to pass their data to us, as a third party. We will only process, store and hold such data to perform our obligations under the Contract and will not use it for any other purpose.
19. No employment: Nothing in the Contract will render or be deemed to render us an employee or agent of yours or you an employee or agent of ours.

Liability and Indemnity

20. Except in respect of death or personal injury caused by our negligence, we will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under the express terms contained herein, be liable for any loss of profit, loss of business, or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by our servants or agents or otherwise) in connection with the performance of our obligations under the Contract.
21. All warranties or conditions whether express or implied by law are expressly excluded to the full extent permitted by law.
22. In the event of a breach by us of our express obligations under these Terms and Conditions, your remedies will be limited to damages, which in any event, shall not exceed the fees and expenses paid by you for the Services.
23. We may provide professional advice and recommendations in relation to the Services but we cannot accept responsibility for any actions taken as a result of such advice or recommendations, nor can we guarantee the success or outcomes of any marketing campaign or any of the other Services provided. Further, we shall not be liable for any consequences should any professional advice not be taken. We may provide introductions or referrals to other companies, however, under no circumstances shall we be liable for the actions or lack of actions of said other companies.
24. Restrictive Covenants: Neither we nor the Client will, during the term of the Contract and for a period of 12 months after its expiry or termination, without the other’s prior written consent, appoint in any way or cause to be employed, engaged or appointed an employee, agent, director, consultant or independent contractor of the other.
25. Force Majeure: Neither Party shall be liable for any failure or delay in performing their obligations under the Contract where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, Internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event beyond the control of the Party in question.
26. Waiver: No failure or delay by either Party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of the Contract shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
27. Severance: The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (and the Contract, as appropriate). The remainder of these Terms and Conditions shall be valid and enforceable.
28. Third Party Rights: No part of the Contract is intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Contract.
29. Notices: Notices will be deemed to have been duly received and properly served 24 hours after an email is sent or three working days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that it was properly addressed to the address provided, stamped and placed in the post and in the case of an email, that it was sent to the specified email address of the addressee.

Law and Jurisdiction

30. These Terms and Conditions and the relationship between you and us (whether contractual or otherwise) will be governed by, and construed in accordance with, the laws of England and Wales.
31.  Any dispute, controversy, proceedings or claim between you and us relating to the Contract or these Terms and Conditions (whether contractual or otherwise) will be subject to the jurisdiction of the courts of England and Wales.