Terms & Conditions

TERMS AND CONDITIONS

These are the Terms and Conditions of Vitara Commerce Ltd, a company registered in England and Wales with company number 08613144, and registered office at Unit 25, Leeward Rd, Docklands, Preston, Lancashire, PR2 2TE. Throughout these Terms and Conditions, the words “we”, “us”, “contractor” and “our” refer to Vitara Commerce Ltd, and the words “you”, “your”, “client” and “customer” refer to you, the customer.

A – GENERAL TERMS & CONDITIONS ALL CONTRACTS & SALES

A1 – Acceptance

It is not necessary for any Client to have signed an acceptance of these terms and conditions for them to apply. If a Client accepts a quote then the Client will be deemed to have satisfied themselves as to the terms applying and have accepted these terms and conditions in full.

Please read these terms and conditions carefully. Any purchase or use of our services implies that you have read and accepted our terms and conditions.

A2 – Changes to the Terms and Conditions

We reserve the right to:

update, change or replace any part of these Terms and Conditions by posting updates and/or changes to our website vitaracommerce.com/terms-conditions. Your continued use of services or use/access to the website following the posting of any changes constitutes acceptance of those changes;

amend the prices payable for services and products.

A3 – Supply of Services

We agree to supply the Services to You in accordance with the terms set out in this Agreement.

We will endeavour to supply the Services to You as soon as reasonably practicable and in the event that we become aware of any reason for delay we shall notify You.

A4 – Charges

For any services other than our Monthly website Design & Maintenance Packages or Monthly SEO, Adwords, Social Media Packages or Monthly email marketing packages to be provided by Vitara Commerce Ltd are defined in the quotation that the Client receives via e-mail. Quotations are valid for a period of 30 days. Vitara Commerce Ltd reserves the right to alter or decline to provide a quotation after expiry of the 30 days.

Unless agreed otherwise with the Client, all services require an advance payment of a minimum of Fifty (50) percent of the project quotation total before the work is supplied to the Client for review. With the remaining Fifty (50) percent of the project quotation total due upon completion of the work, prior to upload to the server or release of materials.

Payment for services is due by BACS, Bank Transfer, Card Payment, or cheque. Cheques should be made payable to Vitara Commerce Ltd and sent to Vitara Commerce Ltd, Unit 25, Leeward Rd, Docklands, Preston, Lancashire, PR2 2TE. Bank details for transfers/BACS payments will be made available on invoices along with the ability to pay via a credit/debit card.

A5 – Content

To remain efficient we must ensure that work we have booked in is carried out at the scheduled time. On occasions, we may have to reject offers for other work and enquiries to ensure that your work is completed at the time arranged.

This is why we ask that you provide all the required information in advance. On any occasion where progress cannot be made with your website/design work because we have not been given the required information in the agreed time frame, and we are delayed as result, we reserve the right to impose a surcharge of up to 25%. If your project involves Search Engine Optimisation we need the text content for your site in advance so that the SEO can be planned and completed efficiently.

If you agree to provide us with the required information and subsequently fail to do within one week of project commencement we reserve the right to close the project and the balance remaining becomes payable immediately. Simply put, all the above condition says is do not give us the go-ahead to start until you are ready to do so.

Text content should be delivered as a Microsoft Word, email (or similar) document with the pages in the supplied document representing the content of the relevant pages on your website. These pages should have the same titles as the agreed website pages. Images should be supplied as high-resolution jpegs or png files. Contact us if you need clarification on this.

We will not be held liable for any costs, fines, copyright infringements or prosecutions as a result of  for any copyright  infringements for information supplied to us by you, where you have not obtained the relevant permissions, paid the correct royalties to use any content, images or text you supply us with to use in relation with the services we provide to you.

Using our content management system you are able to keep your content up to date yourself.

A6 – Additional Expenses

You agree to reimburse Vitara Commerce Ltd for any additional expenses necessary for the completion of the work. Examples would be the purchase of special fonts, stock photography etc.

A7 – Duration and Renewal of Services

A7.1 – Monthly Support Services

Unless otherwise specified, Monthly Website & Associated Monthly website Services are provided for a minimum term of 6 months.  See A14 for cancellation policy.

A8  – Hosting

We shall be responsible for all aspects of hosting in accordance with the specifications set forth in the Quote, proposal or detailed in the relevant Monthly package.

The Client shall be solely responsible for collecting any and all required sales, use and value-added taxes and other governmental charges and duties from users of the Web Site.

All Websites designed & built by us need to be hosted on our website servers, the minimum term for our website hosting is 6 months, pricing for web hosting will depend on the package, service or server requirements needed for your website to function. Details of the costs associated with Hosting your website will be provided to you in a quote and fees are payable on a monthly basis.

After the minimum term for Hosting we can arrange to send you your website files, for you to upload to your own website server, the cost for us to gather all the relevant files, databases and any other files related to your website and send you digital copies will be £500 + VAT.  We are unable to install any website files we send you onto your servers and will not be held liable for any data loss, file corruption or unsuitability of the files we send to you. We are also unable to manage websites not hosted on our servers.

Unpaid hosting charges can result in the suspension of the website and eventual deletion of the website from our servers. Payments are due within 30 days of the invoice date.

A9 – Data

All data created or stored by you or us within our applications and servers are your property. We make no claim of ownership of any web server content, email content, or any other type of data contained within your server space, website hosting, or within applications on servers owned by Us or third parties.

In the event of loss of or damage to your data arising out of your actions or actions undertaken on your behalf, we will make reasonable commercial efforts to assist with restoring your data. Backups will be made on a daily basis.

In the event of loss of or damage to your data relating to a failure in our systems or servers, we will make reasonable commercial efforts to assist with restoring your data. Backups will be made on a daily basis.

You shall indemnify Us and hold Us harmless against all damages, losses and expenses arising out of a third party claim of intellectual property infringement in respect of your content or data.

A10 – Passwords

It is your responsibility to keep all passwords safe, to ensure they are secure (with reference to accepted best practices) and to change passwords regularly. We are not responsible for any data losses or security compromises arising as a result of compromised passwords or as a result of You giving a third party access to your password.

You are responsible for any and all actions arising out of the use of your account password.

A11 – Third Party Users

All Services provided by Us to You are intended for your use only. You agree that any decision to resell, store or give away any of the Services to third parties is undertaken on the basis that You accept sole responsibility for ensuring compliance with this Agreement and the terms and conditions relevant to any chosen Services by third parties. You agree to indemnify and hold Us harmless against any losses caused or damage suffered as a result of a breach by any third parties.

We accept no liability to You or any third parties for losses arising from third party use of your Services as set out above.

A12 – Web and App Software Developed By Vitara Commerce

1. All intellectual property rights for documentation and website or app software developed by Vitara Commerce are held by Vitara Commerce unless otherwise agreed. Licensee shall at all times respect these intellectual property rights. The intellectual rights are not transferred to Licensee. The software remains the property of Vitara Commerce.

2. The source code of our software is never issued to the Licensee.

3. Licensee shall not engage in any activities regarding the software that infringe on the intellectual property rights of Vitara Commerce.

4. Licensor has included the following limitations:

• 4.1. Licensee is not permitted to give the software to third parties or grant sub-licenses to third parties;
• 4.2. Licensee is not permitted to alter the software or adapt;
• 4.3. Licensee may not copy the software that can be reused, (by) sell, lease, distribute, or make available
• any other way to third parties;
• 4.4. Licensee is not permitted to view the source code of the software through reverse engineering. The source code nor any other right to use the source code is granted under this License;
• 4.5. Licensee is not permitted to (let) derivative products produce software based on the software.

5. Licensee must bind any integration partners and their employees to our terms.

Licensee guarantees that any integration partners do not infringe the intellectual property rights of Vitara Commerce. If the software administrator or employees of Licensee infringe the intellectual property rights of Vitara Commerce and / or software unlawful use, then there Licensee will be held liable.

6. Vitara Commerce is entitled to investigate whether Licensee uses the software in a manner consistent with the terms of this license agreement. Licensee is obliged to cooperate with such an investigation.

7. Licensee declares to be familiar with the importance of Vitara Commerce to protect the intellectual property on the software. In case of violation or non-compliance with the provisions of this article and / or if Licensee, the software administrator or employees of Licensee acts in violation of the intellectual property rights of Vitara Commerce or grant opportunity to third parties, shall forfeit Licensee in favor of Vitara Commerce, without any warning or notice is required, per violation, a fine of £ 100 000, – (in words: one hundred thousand) without prejudice to the right of Vitara Commerce to the full damage and performance of this license agreement Licensee claim.

A13 – Web browsers

Vitara Commerce Ltd makes every effort to ensure websites are designed to be viewed by the majority of visitors. Websites are designed to work with the most popular current browsers (e.g. Safari, Firefox, Internet Explorer 8 & 9, Google Chrome, etc.). Client agrees that Vitara Commerce Ltd cannot guarantee correct functionality with all browser software across different operating systems.

Vitara Commerce Ltd cannot accept responsibility for web pages which do not display acceptably in new versions of browsers released after the website have been designed and handed over to the Client. As such, Vitara Commerce Ltd reserves the right to quote for any work involved in changing the website design or website code for it to work with updated browser software.

A14 – Cancellation

Unless otherwise stated, support and service agreements have a minimum contract term of six months, a cancellation cannot take place until the expiry of the minimum contract term for each service package. After the minimum contract term has expired for the relevant package or service, we require a minimum of three month’s notice from the renewal date of the package/service to cancel the contract for the relevant package/service.

A15 – Scheduled Maintenance

We will provide the Services to You using reasonable skill and care but at all times this will be subject to any downtime caused by scheduled or emergency maintenance or repair. We will use our best endeavours to ensure that any disruption to the Services is minimal and any scheduled work takes place during off-peak hours when possible. We will not be liable to You or any third party for losses whatsoever caused by any such downtime; whether emergency or scheduled.

We reserve the right to deactivate individual features, applications, scripts or programs as necessary in the interests of technical progress, security, availability of technical support on the provider or manufacturer side, to ensure the stable operation and integrity of the Our systems or in order to comply with Our responsibility to provide technically up-to-date solutions.

We shall take reasonable steps to ensure that any deactivation of individual features, applications, scripts or programs will not result in changes to a core function of the Services we provide You.

A16 – Payment

Invoices will be provided by Vitara Commerce Ltd. Invoices are normally sent via email; however, the Client may choose to receive hard copy invoices. Invoices are due within 30 days. Accounts that remain unpaid thirty (30) days after the date of the invoice will be assessed and a service charge of 1.5% may be applied.

A17 – Liability

Our liability, and all warranties, conditions and other terms implied by statute or common law, are excluded to the fullest extent permitted by the law.

We shall not be liable for any loss or damage of any nature suffered by You arising out of or in connection with any breach of this Agreement by You or any act, misrepresentation, error or omission made by You or on Your behalf.

We will not be liable for any indirect loss, consequential loss, loss of profit, revenue, data or goodwill howsoever arising suffered by You or for any wasted management time or failure to make anticipated savings or liability You incur to any third party arising in any way in connection with this Agreement or otherwise whether or not such loss has been discussed by the parties pre-contract or for any account for profit, costs or expenses arising from such damage or loss.

No matter how many claims are made and whatever the basis of such claims, our maximum aggregate liability to You under or in connection with this Agreement in respect of any direct loss (or any other loss to the extent that such loss is not excluded by other provisions in this Agreement) whether such claim arises in contract or in tort shall not exceed a sum equal to the fees paid by You for the specific Services in relation to which Your claim arises during the 6 month period prior to such claim.

Nothing in these Terms and Conditions limits or excludes our liability: for death or personal injury resulting from our negligence or the negligence of our employees or agents; or for any damage or liability incurred by you as a result of our fraud or fraudulent misrepresentation. Save as provided above, we shall under no circumstances whatsoever be liable to you, whether in contract, tort (including negligence), or breach of statutory duty, or for any loss of profit or any indirect or consequential loss arising under or in connection with a Service between us; and our total liability to you in respect of all losses arising under or in connection with a Service Contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price paid for the relevant Service Contract. We hereby exclude any liability for any sum that can be recovered under any insurance policy.

A18 – Force Majeure

We shall not be liable for any failure or delay in performing any of our obligations under these terms & Conditions to the extent that such failure or delay is caused an event beyond our reasonable control, including but not limited to strikes, lock-outs or other industrial disputes (whether involving our own workforce or a third party’s), failure of energy sources or transport network, threats to safety, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, unserviceability of the aircraft or of any other plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events,, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.

A19 – Your Liability and Indemnification

You agree to indemnify, defend and hold harmless us and our parents, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, and employees, from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of your breach of these Terms and Conditions or the documents they incorporate by reference or your violation of any law or the rights of a third party.

You will be held liable if you cause damage to any of our property or equipment by your negligence or wilful act or omission.

A20 – Severability

In the event that any provision of these Terms and Conditions is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms and Conditions. Such determination shall not affect the validity and enforceability of any other remaining provisions.

A21 – Miscellaneous

The failure of us to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision.

The appropriate sections of these Terms and Conditions constitute the entire agreement and understanding between you and us and govern, as applicable, any service or product Contract between us, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of these Terms and Conditions).

Any ambiguities in the interpretation of these Terms and Conditions shall not be construed against the drafting party.

A22 – Governing Law

These Terms and Conditions shall be governed by and construed in accordance with the laws of England, and you submit to the exclusive jurisdiction of the English courts in respect of any dispute arising out of them.

A23 – Assignment

You shall not assign, sub-license or transfer your rights or obligations under this Agreement to any third party without our prior written consent.

In the event that we consent to an assignment, sub-license or transfer, then this Agreement shall be binding upon both You and Us and our respective successors and permitted assigns.

A24 – Joint & Several Obligations

If You consist of more than one entity, your obligations under this Agreement are joint and several.

A25 – Contact Information

Questions about the Terms and Conditions should be sent to us at [email protected] or by mail at Vitara Commerce Ltd, Unit 25, Leeward Rd, Docklands, Preston, Lancashire, PR2 2TE.