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.
We will always do our best to fulfil your needs and meet your expectations, but it is important to have things written down so that we both know what’s what, who should do what and when, and what will happen if something goes wrong.
In this contract you will not find any complicated legal terms or long passages of unreadable text. We have no desire to trick you into signing something that you might later regret. What we do want is what is best for both parties, now and in the future.
What do both parties agree to?
You have the authority to enter into this contract on behalf of yourself, your company or your organisation.
You’ll give us the assets and information we tell you we need to complete the project. You’ll do this when we ask and provide it in the formats we ask for.
You’ll review our work, provide feedback and approval in a timely manner too. Deadlines work two ways, so you’ll also be bound by dates we set together.
You also agree to stick to the payment schedule set out at the end of this contract.
We have the know-how and ability to do everything we have agreed with you and we will do it all in a professional and timely manner.
We will endeavour to meet every deadline that’s set and on top of that we’ll maintain the confidentiality of everything you give us.
GETTING DOWN TO THE NITTY GRITTY
We create look-and-feel designs, and flexible layouts that adapt to the capabilities of many devices and screen sizes. We create designs iteratively and use predominantly HTML and CSS so we won’t waste time mocking up every template as a static visual unless we feel it will add value and improve efficiency.
We may use visuals to indicate a creative direction (colour, texture and typography.) We call that ‘atmosphere.’
You’ll have plenty of opportunities to review our work and provide feedback. We’ll either share a Google Drive folder or development site with you and we’ll have regular, possibly daily contact.
If, at any stage, you change your mind about what you want to be delivered and are not happy with the direction our work is taking you’ll pay us in full for the time we’ve spent working with you until that point and terminate this contract.
Unless indicated in the proposal, we are not responsible for inputting text or images into your content management system or creating every page on your website.
We provide professional copywriting and editing services, so if you’d like us to create new content or input content for you, we can provide a separate quote for that.
Unless indicated in the proposal, we are not responsible for importing any data into your content management system, web app or eCommerce store.
We will support you in providing the format of the data or sample data as required, but we will not prepare the data or import it. A good example of this is creating/importing products into an eCommerce site. We can provide this service at an additional cost if required.
Graphics and photographs
You should supply graphic files in an editable, vector digital format. You should supply photographs in a high resolution digital format.
Stock images from the Essentials Collection on istockphoto are included in our costs. If stock images are required from other sources, then you should supply these to us in a high resolution digital format. Videos are not included.
Browser testing no longer means attempting to make a website look the same in browsers of different capabilities or on devices with different size screens. It does mean ensuring that a person’s experience of a design should be appropriate to the capabilities of a browser or device.
We test our work in current versions of major desktop browsers including those made by Apple (Safari), Google (Chrome), Microsoft (Edge) and Mozilla Firefox.
We won’t test in other browsers unless agreed separately. If you need an enhanced design for an older browser, we can provide a separate quote for that.
Mobile browser testing
Mobile browser testing using popular smaller screen devices is essential in ensuring that a person’s experience of a design is appropriate to the capabilities of the device they’re using. We test our designs in the latest versions of Apple Safari and Google Chrome Android.
We won’t test in Blackberry, Opera Mini/Mobile, specific Android devices, Windows or other mobile browsers unless we agreed separately. If you need us to test using these, we can provide a separate quote for that.
We do not buy domains on behalf of our clients as we believe this is a key asset for your business and full ownership of this should reside with you. You can purchase the domain and provide us with the login details for the domain registrar so that we can make any DNS changes required.
We provide hosting for our own built websites on our preferred hosting providers including Kinsta, SiteGround, Linode, Vultr, Digital Ocean, AWS, Google Cloud Platform depending on the requirements of the project.
Based on their SLA we endeavor to have 99.9% uptime on our servers measured annually.
There may of course be times when the server will not be available, this can be scheduled or unscheduled.
Scheduled downtime is when we know it is going to happen and tell you about it in advance.
There may be very rare occasions when we need to restart the server during normal office hours and it is not possible to inform you beforehand. We don’t make these decisions lightly and if this does happen we apologise.
Unscheduled downtime is when the server stops without us knowing it is going to stop. For a simple server hiccup, we’ll get it back up and running as fast as we can. From time to time things go wrong with hardware and we will work with the hosting company to ensure the server is back up and running as soon as possible.
We are not obliged to keep any backups. If you would like us to keep backups, we can prepare a separate quote for this. The hosting provider typically keeps daily backups for a 7 day rolling period and we should be able to access these backups if required, but we cannot guarantee this.
We do not provide email hosting and instead recommend that you use a specialist email provider such as Google Suite or Microsoft 365. We do not provide services to setup these email services and this is not included in our scope of work.
On projects where we are building integrations with other systems, we can only guarantee the functionality of the integration with the versions of the API’s/interfaces when the build was completed.
Although we make the best effort to future proof the code, we integrates various systems together and we are not in control of any changes made on those systems. As such when major upgrades happen to these systems, we may be required to update the code to work with the new environment and this will be quoted for separately.
If bugs/changes appear in these APIs/interfaces (this sometimes happens even on the same versions after sign off as the providers can push updates and not increment the version numbers) after the project is signed off, we are happy to investigate and implement workarounds to ensure functionality, but this will be quoted for separately.
Where we need to work with third parties to achieve the requirements of the project, we will be reliant on them for timely feedback and responses. If we do not receive this in a timely fashion, this will affect the delivery date, although we will do our best to avoid this.
We also assume that you will provide us with any licences or sandbox access required to access or interact with these third party systems. These are not costed for in our proposal.
Search engine optimisation (SEO)
We don’t guarantee improvements to your website’s search engine ranking, but the web pages that we develop are accessible to search engines. We have partners specialising in SEO and we can introduce you if this is a service that you require.
We will use the free Let’s Encrypt SSL certificates by default. Please note that these do not include any insurance. Please take a look at letsencrypt.org for full details. If a paid SSL certificate is required, then this will be quoted for separately.
We will not be responsible for ensuring that the design/software is capable of meeting or complying with any standards other than where specific requirements have been identified in the proposal/scope of work.
Changes and revisions
We don’t want to limit your ability to change your mind. The price at the beginning of this contract is based on the number of weeks that we estimate we’ll need to accomplish everything you’ve told us you want to achieve, but we’re happy to be flexible.
If you want to change your mind or add anything new, that won’t be a problem as we’ll provide a separate quote for those additional weeks.
When the project is completed, we will make it available for you to test and sign off. Once the project is signed off, you acknowledge that the project is complete and any further changes are chargeable separately.
Payment of the final invoice is deemed to be acceptance of deliverables.
Sign-off is deemed to have been acceptable to you after a period of 14 days from the release of the project to the client, if no adverse response has been made by the client.
Upon completion of any project stage where software is released to you, a warranty period of 14 days will be provided to allow you to test and validate. The warranty period begins on the release of the software to you.
We promise to do through testing before releasing the software to you, but it is your responsibility to identify any non-conformances in the software against the proposal during the warranty period. We may also provide engineering support during this period as detailed in the proposal.
After the warranty period the repair of any further bugs identified you will be subject to a separate quotation. We shall not be liable if a failure to meet the warranties set out if it is caused by:
- Computer equipment or computer software, other than the software delivered by us; or
- Modifications or customisation made by you or on your behalf to the software, without our authorisation; or
- Misuse use of the Software; or
- Force majeure
We will only guarantee the functionality of the final build with the versions of any frameworks/plugins/APIs as at the time of release. We do not guarantee the functionality if used with earlier or later versions of these. Any work required to ensure the functionality with earlier or later versions will be quoted separately.
We’ll carry out our work in accordance with good industry practice and at the standard expected from a suitably qualified person with relevant experience.
That said, we can’t guarantee that our work will be error-free and so we can’t be liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if you’ve advised us of them.
Your liability to us will also be limited to the amount of fees payable under this contract and you won’t be liable to us or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if we have advised you of them.
Finally, if any provision of this contract shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this contract and shall not affect the validity and enforceability of any remaining provisions.
Intellectual property rights
Just to be clear, “Intellectual property rights” means all patents, rights to inventions, copyright (including rights in software) and related rights, trademarks, service marks, get up and trade names, internet domain names, rights to goodwill or to sue for passing off, rights in designs, database rights, rights in confidential information (including know-how) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or shall subsist now or in the future in any part of the world.
First, you guarantee that all elements of text, images or other artwork you provide are either owned by your good selves, or that you have permission to use them. When you provide text, images or other artwork to us, you agree to protect us from any claim by a third party that we’re using their intellectual property.
We guarantee that all elements of the work we deliver to you are either owned by us or we’ve obtained permission to provide them to you. When we provide text, images or other artwork to you, we agree to protect you from any claim by a third party that you’re using their intellectual property. Provided you’ve paid for the work and that this contract hasn’t been terminated, we’ll assign all intellectual property rights to you as follows:
You’ll own the website/web app we design for you plus the visual elements that we create for it. We’ll give you source files and finished files and you should keep them somewhere safe as we’re not required to keep a copy. You own all intellectual property rights of text, images, site specification and data you provided, unless someone else owns them.
We’ll own any intellectual property rights we’ve developed prior to, or developed separately from this project and not paid for by you. We’ll own the unique combination of these elements that constitutes a complete design and we’ll license its use to you, exclusively and in perpetuity for this project only, unless we agree otherwise.
Displaying our work
We love to show off our work, so we reserve the right to display all aspects of our creative work, including sketches, work-in-progress designs and the completed project on our portfolio and in articles on websites, in magazine articles and in books.
We will also display ‘designed by Aydyay Digital’ or similar in the footer of the final product unless otherwise agreed.
We’re sure you understand how important it is that you pay the invoices that we send you promptly. As we’re also sure you’ll want to stay friends, you agree to stick tight to the following payment schedule.
- 50% due before any work can begin on the project
- 50% due upon sign off, before the project goes live
We issue invoices electronically. Our payment terms are 7 days from the date of invoice by BACS or the SWIFT international payments system.
All proposals are quoted in British Pound Sterling (£) and payments will be made at the equivalent conversion rate at the date the transfer is made.
You agree to pay all charges associated with international transfers of funds. The appropriate bank account details will be printed on our electronic invoice.
We reserve the right to charge interest on all overdue debts (7 days past the invoice due date) at the rate of 8% per month or part of a month.
In order to ensure that you do not experience an interruption or loss of service, all recurring services identified in the proposal are offered on automatic renewal.
Automatic renewal renews the applicable service upon expiration of the 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.
Unless you notify us in writing 14 days in advance of the expiration date, we will automatically renew the applicable service when it comes up for renewal and will take payment from the payment method you have on file with us at our current rates. If there is a change in the rates, we will notify you via email in advance.
If you do not wish for any service to automatically renew, just let us know in writing 14 days before the renewal date and we will cancel the service at the end of the current term.
Our support team is available during normal working hours (Monday to Friday, 9 AM to 5 PM UK time) except on public holidays. Support will be charged on an hourly basis unless there is a retainer in place. We will always advise you of a time estimate before starting any work.
With any platform or framework used in web development, it is highly recommended to keep them updated with the latest releases and security patches. If you sign up to our maintenance contract, we will ensure that any security updates are applied within 7 working days (usually much sooner) depending on the severity.
For WordPress sites, we will also apply any feature updates within 30 days as soon as we deem the update to be stable to prevent any issues on your site. Our WordPress maintenance package also includes weekly malware scans, IP and Brute Force lockouts and blacklist monitoring.
For other frameworks, we will only apply feature updates to the framework if it fixes a serious bug to ensure the stability of the application we have built for you.
We sincerely hope it never comes to this, but if it does, then both parties agree that disputes regarding these Terms shall be dealt with in the following manner:
- The dispute should be raised by you 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.
But where’s all the horrible small print?
Just like a parking ticket, neither of us can transfer this contract to anyone else without the other’s permission.
We both agree that we will adhere to all relevant laws and regulations in relation to our activities under this contract and not cause the other to breach any relevant laws or regulations.
This contract stays in place and need not be renewed. If for some reason one part of this contract becomes invalid or unenforceable, the remaining parts of it remain in place.
Although the language is simple, the intentions are serious and this contract is a legal document under exclusive jurisdiction of English and Welsh courts.
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: 9th July 2019