Standard Terms of Service

IDIO WEB SERVICES BESPOKE WEBSITE RENTAL & SERVICE AGREEMENT

TERMS 

1. DURATION AND ADDITIONAL SERVICES
   • This Agreement shall commence on the date at which the website goes live and shall continue for an initial eighteen month period and thereafter from month to month unless terminated in accordance with Clause 12.
   • From time to time Idio may make the Client aware of new services that it can offer the Client in addition to the Service and the cost of those additional services. If the Client wishes to be supplied with those additional services, they can be purchased and delivered as part of the Services on the terms and conditions set out in this Agreement save as to the fee set out in Clause 4.1, which shall be amended to reflect the cost of any additional services and will be noted in an Addendum to this contract.

2. WARRANTIES AND UNDERTAKINGS
   • In consideration of the Client paying Idio as stated in 4.1, Idio hereby undertakes and warrants that it shall:
     • Provide a Service to the Client, guaranteeing a website and access to their technologies and support team in order to allow the Client to manage the ongoing maintenance of their website;
     • Maintain and provide a fully functional service with appropriate devotion of time and with such due skill, diligence, care and attention, so that the Client can maintain the website using their technology;
     • Maintain a robust technical solution to host the shared service (CMS), providing a high level of redundancy in order to limit the possibility of technical outages caused either by hardware failures or increased levels of pressure incurred due to bandwidth or traffic considerations;
     • Idio shall host all web builds and underlying data / databases within the United Kingdom (UK) and / or the European Union (EU) region, and will not transfer any data outside of this area unless permission is specifically sought from the client.
     • Idio will undertake the role of processor for any data that is processed as part of the webservices delivered to the Client and will implement and manage all data in accordance with GDPR guidelines. The Client will be the Controller of data and will be responsible for making sure GDPR is being adhered to.
     • Provide all reasonable technical support to the Client using their service and, in the event of any technical problem, use its best endeavours to correct such problem as soon as is practicable;
     • Provide all reasonable content support to the Client using their service and use its best endeavours to help implement all reasonable content change requests as soon as is practicable. Idio reserves the right to limit content management where reasonable usage by the client regularly exceeds two hours per month, and will where the client requires this seek to implement a custom commercial arrangement to facilitate additional support time.
     • Maintain appropriate security measures to protect the data collected on a website or stored in a database from access by any third parties and only to deal with such data in accordance with the policies set out and agreed with the Client;
     • Maintain and comply in all material (2) respects with all applicable Data Protection registration (including without limitation the Data Protection Act 1998) and all other necessary licenses and contents in order to enter into and perform its obligations hereunder; and
     • Provide a robust hosting platform that gives clients a minimum 99% uptime of solutions month on month.
     • Idio will not take responsibility for any search engine rankings or optimisation and maintenance of existing rankings and ranking positions and will not be held responsible for the impact of any changes in rankings that occur after implementation of a web solution, unless in a situation where a specific search engine optimisation (SEO) service has been agreed separately from this agreement.
   • Idio shall design, implement and test the correct functioning of the Service to the satisfaction of the Client before the launch date and shall monitor the functioning of the shared Service at intervals thereafter throughout the course of this Agreement.
   • Idio will not be held liable for any changes made to the site by third parties which cause it to cease functioning as intended and reserve the right to charge a fee to the client to correct any breakages caused by the third party.

3. OBLIGATIONS OF THE CLIENT
   • The Client will be responsible for providing content to Idio in electronic form and/or inputting content into and maintaining the website.
   • The Client hereby agrees that they are wholly and exclusively responsible for the content of the site.
   • The Client shall indemnify Idio against all liabilities and expenses (including reasonable legal costs) incurred by Idio in relation to a claim that the use by Idio of the content supplied by the Client knowingly infringes the intellectual property rights of any person.

4. PAYMENTS
   • The Client will pay Idio a monthly service fee as defined by their contract, payable in accordance with the clauses below.
   • Amounts mentioned in this Agreement are exclusive of VAT, which shall be charged in addition and at the appropriate rate.
   • Idio will not put the website live until the first monthly payment has been received or until receipt of confirmation that the direct debit has been setup.
   • At any stage of the contract, Idio may increase the monthly charge for the Services. Clients will be informed of any proposed increase three months in advance of it being applied.
   • If monthly payments are not made in a timely manner then Idio reserve the right to remove the website from live until such time as the payments are resumed.
   • Monthly payments shall commence when the website is put ‘live’ or three months after this contract is signed if this comes first.

5. CONTENT
   • Both parties will use reasonable endeavours to ensure that the content of the website for the Client and any material relating thereto will not include any information or material that infringes the rights of any third party or which is illegal, or the accessing, holding, transmitting or supplying of which would be a criminal offence or otherwise unlawful.

6. LIMITATIONS OF LIABILITY
   • Neither party shall be liable to the other in contract, tort (including negligence) or otherwise for any special loss or indirect loss of profits, business or anticipated savings, or for any indirect or consequential loss or damage suffered by the other.
   • Neither party excludes or restricts liability for death or personal injury resulting from negligence.
   • Idio will not be liable for any material or financial impact on the Client’s business or sales from the implementation of a website for the Client, and will not be liable for any material changes in appearance or placement or ranking within search engine listings.

7. FORCE MAJEURE
   • Idio will not be considered in default or liable under this Agreement if it fails to perform any of its duties as a result of an act of God, act of government or state, civil commotion, embargo, epidemic, fire, flood, insurrection, war, disablement or disruption to the telecommunications network or any other reason beyond Idio’s control (“Force Majeure”).
   • In the event of Force Majeure, Idio will use reasonable endeavours to overcome such delays.
   • If the Force Majeure circumstance continues for a consecutive period of 4 weeks or more, either party may give notice to the other to forthwith terminate this Agreement.

8. DISPUTES
   • If any dispute arises out of this Agreement the parties will use all reasonable endeavours to settle it by mediation in accordance with the Centre for Dispute Resolution (CEDR) Model Mediation Procedure.
   • To initiate mediation a party must give notice, in writing, to the other party requesting mediation. Such notice to be given in accordance with Clause 15. A copy of the notice should be sent to CEDR.

9. CONFIDENTIALITY
   • Each party shall keep secret and treat as confidential all information obtained from the other and shall not disclose such information to any person other than its employees, agents, sub-contractors and professional advisers where such disclosure is required for the performance of the party’s obligations or any dispute arising under this Agreement. This clause shall not extend to information which was already in the lawful possession of a party prior to this Agreement which is already public knowledge or becomes so subsequently (other than as a result of a breach of this clause) or which is trivial or obvious. The obligations of confidentiality under this clause shall survive any termination of this Agreement.
   • Each party agrees that it will not issue any news release or other communication about this Agreement and the Idio service without the prior approval of the other party, such approval not to be unreasonably withheld or delayed.

10. ENTIRE AGREEMENT AND VARIATIONS

This agreement constitutes the entire agreement between the parties and supersedes any previous accord, understanding or agreement, express or implied. Each party confirms that it has not relied upon any representation not recorded in this Agreement inducing it to enter into this Agreement (provided always that nothing in this Agreement shall exclude any liability of either party for pre-contractual statements or representations made fraudulently). No variation of this Agreement shall be valid unless it is in writing, refers specifically to this Agreement and is duly executed by the authorised representatives of both parties on or after the date of this Agreement.

11. WAIVER
    • No forbearance or delay by either party in enforcing its respective rights will prejudice or restrict the rights of that party, and no waiver of any such rights or of any breach of any contractual terms will be deemed to be a waiver of any other right of any later breach.

12. TERMINATION
    • Either party shall be entitled to terminate this Agreement effective at the end of the initial 18 month period by three months written notice to the other party for any reason but also if that other party commits any material breach of this Agreement and, in the case of a breach capable of remedy, fails to remedy it within 21 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied;
    • Either party shall be entitled to terminate this Agreement forthwith by notice in writing to the other in the event that the other is involved in legal proceedings concerning its solvency, or ceases or threatens to cease trading, or commits an act of bankruptcy or is adjudicated bankrupt or enters into liquidation, whether compulsory or voluntary, other than for the purposes of a solvent amalgamation or reconstruction, or makes any arrangement with its creditors or petitions for an administration order or has a receiver or manager appointed over all or any part of its assets or generally becomes unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or equivalent circumstances occur in any jurisdictio
    • Upon termination of the Agreement Idio shall, if required, return to the Client all records or other such materials relating to the business or operation of the Client, which are in the possession of Idio.

13. THIRD PARTIES
    • A person who is not a party to this Agreement may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.

14. INTELLECTURAL PROPERTY RIGHT INDEMNITY
    • Each party shall indemnify the other against all liabilities and expenses (including reasonable legal costs) incurred by the other in relation to a claim that the use by that other of any material prepared by the first knowingly infringes the intellectual property rights of any person.
    • The intellectual property of any generic content (sourced from Idio or Idio’s technologies or content), and the full functionality design and content of Idio’s technologies, either created by or provided by Idio, is solely retained by Idio. The Client waives all rights to any claims to these.
    • The intellectual property of the design, structure, aesthetic, functionality and any other content provided by the Client to Idio, or uploaded by the Client to Idio’s technologies, as part of the bespoke website and any data contained within the website, shall be solely retained by the Client. Idio waives all rights to any claims to these.

15. NOTICES
    • Any notice given under this Agreement by either party to the other shall be in writing and shall be delivered personally or by first class post (if posted in the country of the addressee) or by airmail (if posted outside of the country of the addressee). In the case of first class post, delivery shall be deemed to take place three working days after the date of posting. In the case of airmail delivery shall be deemed to take place seven working days after posting. Notices shall be delivered or posted to the addressee of the parties given above or to any other address notified in substitution and in accordance with this clause on or after the date of this Agreement.

16. GOVERNING LAW
    • This Agreement shall be governed by English Law and the parties agree that the English Courts shall have exclusive jurisdiction to settle any dispute arising out of or in connection with the Agreement.