1. Overview

1.1. This document sets forth the general terms and conditions (“Terms and Conditions”) for the website or web store design Services (as defined below), being considered an integral part of the Proposal (as defined below) accepted by the Client (as defined below).

1.2. If any provision of these Terms and Conditions conflicts with any provision of the Proposal, the provisions contained in the Proposal shall prevail.

2. Modification of Terms and Conditions

2.1. The Designer (as defined below) may, in its sole and absolute discretion, change or modify these Terms and Conditions, at any time, and such changes or modifications shall be effective immediately upon posting to this website.

2.2. The use of the Services by the Client (as defined below) after such changes or modifications have been made shall constitute the Client’s acceptance of these Terms and Conditions as last revised. If the Client does not agree to be bound by these Terms and Conditions as last revised, the Client shall not use (or continue to use) the Services.

2.3. The Designer may occasionally notify the Client of changes or modifications to these Terms and Conditions that affect the Client by email or instant messaging application.

3. Definitions and Interpretation

3.1. In these Terms and Conditions, the following words and phrases shall have the following meanings:

“Client” means the person, company, or other legal entity that engages the Designer to provide the Services as set out in the Contract.

“Contract” means the Proposal presented by the Designer and accepted by the Client for the provision of the Services, comprising these Terms and Conditions, and any schedules or annexes agreed by the parties verbally or in writing.

“Designer” means Marketing Lovers UK (located at 158 St Mary’s Rd, Swanley, UK, BR8 7BA, phone +44 7831 623530, e-mail [email protected]) that provides the website or web store design Services to the Client.

“Intellectual Property” means all intellectual property rights, including without limitation, patents, trademarks, trade names, designs, copyrights, trade secrets, and any other proprietary rights.

“Proposal” means the summarized scope of Services, fees, payment instructions, duration of the Services and any other conditions which may be relevant for the Services to the Client. The Proposal may be verbal or a written document sent electronically by email or instant messaging application. The Proposal may not be amended except if agreed verbally or in writing by both parties.

“Proposal Acceptance Date” means the date when the Client accepted the Proposal verbally or in written by email or instant messaging application.

“Services” means the website or web store design services to be provided by the Designer to the Client under the Contract. The parties may amend the Services by mutual agreement at any time.

“Services Completion Date” means (i) for Website or Web Store Design, the date when the website or web store is published, respectively, (ii) for Website or Web Store Renewal, the date when the website or web store is renewed, respectively, and (iii) for Website or Web Store Maintenance or On-demand Services, when the maintenance or on-demand service is performed, respectively.

4. Description of Services

4.1. The Designer shall provide the Services to the Client in accordance with these Terms and Conditions.

4.2. The Designer shall use reasonable skill and care in providing the Services and shall use its reasonable endeavours to deliver the Services by the agreed delivery date(s) set out in the Contract.

4.3. The Client shall provide the Designer with such information and materials as the Designer may reasonably require when providing the Services.

4.4. The Designer is not responsible for the availability, functionality or support of any third-party software, application, tool, plug-in or service used in the Services, and has no ownership over the related third-party’s intellectual property, but only the right-of-use which is extended to the Client during the Services, including but not limited to GoDaddy®, WordPress®, SSL®, Google®, Facebook®, Instagram®, WhatsApp®, PayPal®, Stripe®, Klarna®, Bookly®, Fresha® and Treatwell®. The Client shall follow the terms of use, policies and guidelines provided by the third-party and shall contact it directly in case of any availability or functionality issues requiring technical support. Any change that is made by a third-party that affects the website or web store of the Client designed by the Designer shall be maintained by the Client, who may request the assistance of the Designer with the agreement of a separate Proposal and fees.     

4.5. The Designer offers a variety of Services, which may include the following features (as set forth in the Proposal):

4.5.1. Website or Web Store Design

4.5.1.1. Design Activities

4.5.1.1.1. Design of 1 website (“Website”) or 1 web store (“Web Store”) as instructed by the Client, using the WordPress platform, with publication of the Website or Web Store on the GoDaddy hosting service, under the internet domain selected by the Client (which is subject to availability, with the option to use the existing internet domain held by the Client), including Secure Sockets Layer certificate (“SSL”) and initial configuration of search engine optimization (“SEO”) for better performance of the Website or Web Store on Google search.

4.5.1.1.2. At the discretion of the Client, the Website or Web Store may include (as applicable):

4.5.1.1.2.1. Website: (i) up to 10 pages (i.e., Home, About, Products/Services, Contact, Terms and Conditions provided by the Client, etc.), (ii) up to 25 products/services within the pages (additional products/services shall be included by the Client), (iii) up to 50 photos within the pages, (iv) a rotating banner system with news on the homepage, (v) WhatsApp and/or online chat functionality as a form of contact, (vi) integration of Instagram and/or Facebook into the Website and (vii) integration of Bookly, Fresh or Treatwell booking system.

4.5.1.1.2.2. Web Store: (i) up to 10 pages (i.e., Home, About, Products, Contact, Terms and Conditions provided by the Client, etc.), (ii) up to 25 products within the pages (additional products shall be included by the Client), (iii) a rotating banner system with news on the homepage, (iv) WhatsApp and/or online chat functionality as a form of contact, (v) integration of Instagram and/or Facebook into the Web Store, (vi) initial configuration of PayPal, Stripe and/or Klarna payment options and (vii) initial configuration of delivery options.

4.5.1.1.3. The logo for the Website or Web Store shall be provided by the Client in the format requested by the Designer, and will only be designed by the Designer with the agreement of a separate Proposal and fees.

4.5.1.1.4. The Client is entitled to 1 full revision after the Website or Web Store is completed and before being published, which shall not include new content not previously provided to the Designer. Once the revision is completed and the Website or Web Store is published, no additional work will be performed by the Designer without the purchase of On-demand Services (as defined below).

4.5.1.2. Hosting Service, Internet Domain and SSL

4.5.1.2.1. The fees for Website or Web Store Design include 1-year period of GoDaddy hosting service, internet domain selected by the Client and SSL, starting from the Proposal Acceptance Date. If the Clients opts to use the existing internet domain held by the Client, the fees will include only 1-year period of GoDaddy hosting service and SSL.

4.5.1.2.2. During the 1-year period, the Designer has no responsibility for updates, maintenance or support to the Website or Web Store of the Client after the Services Completion Date.

4.5.1.2.3. The Designer shall contact the Client 30 days before expiring the 1-year period of GoDaddy hosting service, internet domain selected by the Client (if applicable) and SSL, and the Client shall confirm if it will proceed with the Services of Website or Web Store Renewal (as defined below) within 15 days after being contacted. It should be noted that the Website or Web Store is permanently taken down by the Designer on the expiration of the 1-year period.

4.5.1.2.4. If the Client confirms that will not proceed with the Website or Web Store Renewal, the Designer will make available to the Client a full backup of the Website or Web Store up to the expiration of the 1-year period, which can be used by the Client in a separate hosting account on GoDaddy or a similar service. The Designer shall not assist with any issues caused by the Client (or a third-party on behalf of the Client) when using the full backup on the selected service, which are common on this type of process (i.e., configuration of tools, plug-ins, services, etc.), either before or after the expiration of the 1-year period.     

4.5.1.2.5. If the Client does not confirm that will proceed with the Website or Web Store Renewal within 15 days after being contacted, it is understood the Client will not proceed with it, and no full backup of the Website or Web Store will be provided by the Designer who will no longer have access to the Website or Web Store after the expiration of the 1-year period.

4.5.2. Website or Web Store Renewal

4.5.2.1. Renewal for 1 year-period of GoDaddy hosting service, internet domain selected by the Client and SSL, related to the Website or Web Store of the Client, starting from the Proposal Acceptance Date. If the Clients opts to use the existing internet domain held by the Client, the fees will include only renewal for 1 year-period of GoDaddy hosting service and SSL.

4.5.2.2. During the 1-year period, the Designer has no responsibility for updates, maintenance or support to the Website or Web Store of the Client after the Services Completion Date.

4.5.2.3. The Designer shall contact the Client 30 days before expiring the renewed 1-year period of GoDaddy hosting service, internet domain selected by the Client (if applicable) and SSL, and the Client shall confirm if it will proceed with the Services of Website or Web Store Renewal within 15 days after being contacted. It should be noted that the Website or Web Store is permanently taken down by the Designer on the expiration of the renewed 1-year period.

4.5.2.4. If the Client confirms that will not proceed with the Website or Web Store Renewal, the Designer will make available to the Client a full backup of the Website or Web Store up to the expiration of the renewed 1-year period, which can be used by the Client in a separate hosting account on GoDaddy or a similar service. The Designer shall not assist with any issues caused by the Client (or a third-party on behalf of the Client) when using the full backup on GoDaddy or a similar service, which are common on this type of process (i.e., configuration of tools, plug-ins, services, etc.), either before or after the expiration of the renewed 1-year period.     

4.5.2.5. If the Client does not confirm that will proceed with the Website or Web Store Renewal within 15 days after being contacted, it is understood the Client will not proceed with it, and no full backup of the Website or Web Store will be provided by the Designer who will no longer have access to the Website or Web Store after the expiration of the renewed 1-year period.

4.5.3. Website or Web Store Maintenance

4.5.3.1. Maintenance on the Website or Web Store of the Client as specified by the Client.

4.5.3.2. The fees for the maintenance will be charged based on an hourly rate, with a range of estimated hours to be incurred for resolution of the issue being provided by the Designer to the Client before the start of the Services. If the Designer expects the range of hours to be exceeded, the Client will be communicated before the Designer incurs such hours, with the Client having the option of not continuing the Services.

4.5.3.3. Up to 30 days from the Services Completion Date of the Website or Web Store Design, the Designer will not charge any fees for maintenance of issues caused by the Designer.

4.5.4. On-demand Services

4.5.4.1. Updates on the Website or Web Store of the Client as specified by the Client.

4.5.4.2. The fees for the updates will be a fixed amount based on the number of hours to be incurred, being provided by the Designer to the Client before the start of the Services.

5. Fees and Payment

5.1. The Client shall pay the Designer the fees set out in the Proposal for the Services.

5.2. Invoices issued by the Designer are sent on the same day to the Client by email or instant messaging application and are due within 5 days after issuance date.

5.3. All fees and expenses are exclusive of value added tax (VAT) and any other applicable taxes, which shall be payable by the Client in addition to the fees and expenses. VAT and any other applicable taxes will be disclosed by the Designer in the Proposal.

5.4. Payment shall be made in accordance with the following payment schedule (as set forth in the Proposal, unless agreed otherwise):

5.4.1. Website or Web Store Design:

5.4.1.1. Website: 50% on the Proposal Acceptance Date, and 50% on the Services Completion Date or in 90 days of Proposal Acceptance Date, whichever is sooner. Access details to the Website with login and password will only be sent to the Client after full payment of the fees. The published Website shall be temporarily taken down by the Designer in case of any overdue fees, being established once the payment of the fees is completed.

5.4.1.2. Web Store: 50% on the Proposal Acceptance Date, 25% in 30 days of Proposal Acceptance Date, and 25% on the Services Completion Date or in 90 days of Proposal Acceptance Date, whichever is sooner. Access details to the Web Store with login and password will only be sent to the Client after full payment of the fees. The published Web Store shall be temporarily taken down by the Designer in case of any overdue fees, being established once the payment of the fees is completed.

5.4.2. Website or Web Store Renewal: as agreed in the Proposal, being (i) 100% on the Proposal Acceptance Date or (ii) 50% on the Proposal Acceptance Date and 50% in 30 days of Proposal Acceptance Date. The published Website or Web Store shall be temporarily taken down by the Designer in case of any overdue fees, being re-established once the payment of the fees is completed.

5.4.3. Website or Web Store Maintenance: 100% on the Services Completion Date

5.4.4. On-demand Services: 100% on the Services Completion Date

6. Intellectual Property

6.1. All Intellectual Property in the deliverables of the Services shall vest in the Client upon payment in full of the fees due under the Contract.

6.2. The Designer shall retain all Intellectual Property in any tools, software or techniques used in providing the Services.

7. Confidentiality

7.1. Each party shall keep confidential all information disclosed by the other party that is marked as confidential or is by its nature confidential, including without limitation, trade secrets and other confidential information.

7.2. The obligations of confidentiality shall survive the termination of the Contract.

8. Liability

8.1. The liability of the Designer for any loss or damage suffered by the Client arising out of the provision of the Services shall be limited to the fees paid by the Client to the Designer under the Contract.

8.2. The Designer shall not be liable for any loss of profits, loss of business, loss of anticipated savings, loss of goodwill or any other indirect or consequential loss.

8.3. The Designer shall not be liable for any information included on the Website or Web Store of the Client, or any product or service sold on the Website or Web Store of the Client, for which the Client is fully responsible, including any claims by third parties which may arise from such information, product or service.  

9. Term and Termination

9.1. The Contract shall begin on the date set forth in the Proposal and shall continue until the completion of the Services as described in the Proposal.

9.2. Either party may terminate the Contract without cause by giving the other party at least 30 days’ prior Notice (as defined below).

9.3. Either party may terminate the Contract for cause effective immediately upon Notice of termination to the other party if such other party is determined to have committed a material breach (including, but not limited to, delinquency by either party in performance of duties described in the Contract) of the terms of the Contract and does not cure the breach to the reasonable satisfaction of the non-breaching party within 10 days after receiving Notice of such breach from the non-breaching party.

9.4. The Client shall pay the Designer for all Services provided up to the date of termination. No fees already paid shall be returned by the Designer to the Client. 

10. Governing Law and Jurisdiction

10.1. The Contract shall be governed by and construed in accordance with the laws of England and Wales.

10.2. The parties agree to submit to the exclusive jurisdiction of the courts of England and Wales.

11. Entire Agreement

11.1. The Contract constitutes the entire agreement between the parties and supersedes all prior negotiations, understandings, and agreements between the parties.

12. Notices

12.1. All notices under the Contract shall be made (i) verbally by either party if the other party acknowledges receipt of the notice or (ii) in writing and sent by email or instant messaging application directly to the recipient’s contact information set out in the Contract. It is therefore very important that the Client keeps its contact information updated with the Designer.

13. English Language Controls

13.1. These Terms and Conditions are executed in the English language. To the extent any translation is provided to the Client, it is provided for convenience purposes only, and in the event of any conflict between the English and translated version, where permitted by law, the English version will control and prevail. Where the translated version is required to be provided to the Client and is to be considered binding by law (i) both language versions shall have equal validity, (ii) each party acknowledges that it has reviewed both language versions and that they are substantially the same in all material respects, and (iii) in the event of any discrepancy between these two versions, the translated version may prevail, provided that the intent of the parties has been fully taken into consideration.

13.2. The Proposal may be provided in a language different than the English language for convenience purposes only.