Our terms and conditions detailed below apply to all our projects, services and products unless explicitly specified otherwise.
Aydyay Digital is a trading name of Sembisoft Limited. For all intents and purposes, Aydyay Digital and Sembisoft Limited will be considered one and the same. These Terms & Conditions cover Aydyay Digital, Sembisoft Limited, its Affiliates, any of their officers, directors, employees and agents.
Please read these Terms & Conditions carefully, as they set out our and your legal rights and obligations in relation to our services.
You should print a copy of these Terms & Conditions for future reference. We will not file a copy specifically in relation to you, and they may not be accessible on our Website in future.
These Terms & Conditions are available in the English language only.
Standard payment terms are:
- 50% before commencing project
- 50% on sign off and before system goes live
Aydyay Digital Standard Terms and Conditions apply for all work on the project. Daily rates will be dependent on seniority of the employee involved in the assignment. Disbursement costs will be charged for mileage at £0.58 per mile plus subsistence costs.
The software for the product will be designed to meet the client’s requirements. Aydyay Digital will not be responsible for ensuring that the design is capable of meeting or complying with any standards other than where specific requirements have been identified in the design requirements and specification.
Upon completion of any project stage where software is released to the client, a warranty period of 14 days will be provided to allow the client to test and validate the design. The warranty period begins on release of the final build to the client. It is the responsibility of the client to identify any non-conformances in the hardware and software against the design specification during the warranty period. Aydyay Digital may also provide engineering support during this period as detailed in the development proposal. After the warranty period the repair of any further bugs identified by the client will be subject to a separate quotation. Aydyay Digital shall not be liable if a failure to meet the warranties set out in it is caused by:
- Computer equipment or computer software, other than the Software delivered by Aydyay Digital; or
- Modifications or customisation made by or on behalf of the Customer to the Software, without the authorisation of Aydyay Digital; or
- Misuse use of the Software; or
- Force majeure
Payment of the final invoice is deemed to be acceptance of deliverables. Sign-off is deemed to have been acceptable to the client after a period of 14 days from release of the product to the client if no adverse response has been made by the client.
Where additional software changes are requested by the client to a released version of the code Aydyay Digital will provide a separate quotation for the work. Code upgrades are provided without a specific warranty but a provision for time to provide technical support and code debugging after release will be included in the quotation.
The costs do not include any formal approvals that may be required to sell the product. This will be the responsibility of the client and additional costs may be incurred to obtain these. Aydyay Digital can manage or provide support during this process at additional cost, if required.
Without prejudice to any other right reserved by Aydyay Digital in this Agreement, if any sum payable under this Agreement is in arrears for more than fourteen (14) days from the due date of payment then Aydyay Digital shall be entitled to charge interest on a day-to-day basis on any such arrears as from the invoice date at the rate permitted from time to time under the provisions of the Late Payment of Commercial Debts (Interest) Act 1998.
You agree that we are fully indemnified, and will remain fully indemnified, from and against all actions, demands, costs, losses, penalties, damages, liability, claims, expenses, and legal fees whatsoever, incurred by you or us, and/or arising from:
- Your breach of this Agreement.
- Your negligence or other act or omission.
- Any claim brought against us by any third party alleging that Intellectual Property Rights have been infringed, where such infringement arises from your modification or use of the Software and/or Services, and/or any materials or information provided to you by us, or available to you from us.
- The operation or break down of any equipment or software owned or used by you.
- Your use or misuse of our Services and/or the Server.
- Your agreements with other parties.
We shall not be liable for any of the following types of loss, regardless of whether they are direct, indirect or consequential, or whether we have notified you that you would incur any of these losses:
- Financial loss of any kind, including but not limited to loss of profits, earnings, business, goodwill, reputation, business interruption, clients or sales.
- Loss, corruption or amendment of any data or content stored on our Servers regardless of the cause.
Both parties agree that disputes regarding these Terms shall be dealt with in the following manner:
- The dispute should be raised by you, in the name of the Primary Account Contact, and will be referred to us, in our case to the Manager that we assign the dispute to. You should raise the dispute, via email to firstname.lastname@example.org
- If the dispute is not resolved then it will be escalated to our senior management.
- If the dispute cannot be resolved at this stage, both parties will attempt to agree a mediator for the dispute. If we cannot agree a mediator then we will contact the Law Society of England and Wales to appoint a mediator.
- If the dispute is still not resolved, then both parties agree that the English courts can settle the dispute.
- We shall bear our own costs for the dispute procedure, up to any involvement of the English courts. You shall do the same.
In order to ensure that you do not experience an interruption or loss of service, all recurring services are offered on automatic renewal. Except for reasons described below in this section, automatic renewal automatically renews the applicable service upon expiration of the then current term for a renewal period equal in time to the most recent service period. For example, if your last service period is for one year, your renewal period will typically be for one year. However, in the event renewal with the payment method on file fails, company may attempt to renew the applicable service for a period less than the original subscription period to the extent necessary for the transaction to succeed.
Unless you notify us in writing 30 days in advance of the expiration date, we will automatically renew the applicable service when it comes up for renewal (“renewal commencement date”) and will take payment from the payment method you have on file with company at company’s then current rates, which you acknowledge and agree may be higher or lower than the rates for the original service period. If you do not wish for any service to automatically renew, you may elect to cancel renewal, in which case, your services will terminate upon expiration of the then current term, unless you manually renew your services prior to that date (in which case the services will again be set to automatic renewal). In other words, should you elect to cancel your product and fail to manually renew your services before they expire, you may experience an interruption or loss of service, and we shall not be liable to you or any third party regarding the same.
By submitting ideas, suggestions, documents and/or proposals to Aydyay Digital through its suggestion, feedback, wiki, forum or similar web pages (“Feedback”), you agree that (1) your Feedback does not contain the confidential or proprietary information of third parties; (2) We are not under any obligation of confidentiality, express or implied, with respect to the Feedback; (3) We shall be entitled to use and disclose such Feedback for any purpose, in any way, worldwide; and (4) you are not entitled to any compensation or reimbursement of any kind from Aydyay Digital for the Feedback under any circumstances.
Maintenance & Retainer Contracts
All of the above terms and conditions apply to all maintenance & retainer contracts. By signing up to a retainer/maintenance contract with us, you agree that:
- We have unfettered access to your servers, website back office and FTP/Control Panel
- You will pay us at the agreed rate in advance, either quarterly or annually.
- You are free to end this contract at any time by providing us with 30 days notice.
- In the event of cancellation refunds will not be given, we will continue to provide the service until the term for which you have paid has expired.
- You as a client indemnify us (Aydyay Digital) against any loss of business that may occur due to data packet loss on any and all downloaded backups that we may keep on our secure storage.
- This service is provided during business hours, Monday-Friday 9.00am-5.00pm (excluding bank holidays)
- All amendments and additions to your website are reasonable and at no time do amendments or additions that we undertake for you include redesign of the template or general layout of the website as a whole.
- The cost of any stock images required for any amendments are not covered in this agreement and will be invoiced separately.
- We will keep your WordPress website up to date with the latest version of WordPress. Updates with security fixes will be applied on a priority basis. Regular updates will be applied after the update has had time to bed in and we are able to see if there are any issues with the update.
- Plugins will also be kept up to date provided the licence for the plugin is still active. Updates with security fixes will be applied on a priority basis. Regular updates will be applied after the update has had time to bed in and we are able to see if there are any issues with the update.
- We will take the best practice approach in our experience to secure your website. However, we cannot guarantee that your site will not be hacked as this can be due to many reasons that are out of our control. You as a client indemnify us (Aydyay Digital) against any loss of business or costs incurred that may occur due to the site being hacked.
The service (including, without limitation, any content or company materials) is provided “as is” and “as available” and without warranty or condition of any kind, express or implied, including, but not limited to, the implied warranties or conditions of title, non-infringement, merchantability and fitness for a particular purpose, and any warranties or conditions implied by any course of performance or usage of trade, all of which are expressly disclaimed. Company, and its directors, employees, agents, suppliers, partners and content providers (the “company parties”) do not warrant that: (a) the service will prevent the infection, or re-infection, of the covered websites; (b) the covered website will operate after it has been cleaned by company; (c) the service will be secure or available at any particular time or location; (d) any defects or errors will be corrected; (e) any content or software available at or through the service is free of viruses or other harmful components; or (f) the results of using the service will meet your requirements.
Any content downloaded from or otherwise accessed through the sites or the service is accessed at your own risk, and you shall be solely responsible for any damage to your property or person, including, but not limited to, your computer system, any device you use to access the sites or the service, and any covered websites, or any other loss that results from accessing such content.
You understand and agree that you use the sites and the service at your own discretion and risk and that you will be solely responsible for any damages to your computer systems, the covered websites, or loss of data that results from use of the sites and the service.
Some jurisdictions do not allow the exclusion of certain warranties, representations or conditions, the limitation or exclusion of implied warranties, or limitations on how long an implied warranty may last, so some of the above limitations may not apply in full to you. Where legislation in a jurisdiction implies in these terms any condition or warranty that cannot be exclusive, company’s liability for breach thereof shall be limited, at company’s option, to the supply of services again, or the payment of the cost of having them supplied again.
For any services provided by Sucuri, these are covered by their terms and conditions available on their website. This link (https://sucuri.net/terms) is the current working link but we cannot guarantee that this link will be active forever. You should find the terms and conditions on their website if this link does not work.
If at any time during the service term, you submit a malware removal request for a covered website that we determine is infected, we will use reasonable commercial efforts to clean the infected covered website. In the event that company is unable, for any reason, to clean the infected covered website, company will, as its sole and exclusive remedy, refund to you the monthly/annual fee you paid to the company for the clean up of that covered website limited to a maximum period of 1 year.
Last Updated: 6th July 2017