Deliverables

Our proposal may cover one or more of the following services.

  • Website – the design, build and delivery of a website. The exact nature of the site will be detailed in the proposal or specification, if required, and may include custom developments.
  • Hosting – the provision of website server environment to make the website visible to your website’s audience. We obtain server resource from three different sources and allocate according to website application, scale and traffic. Our hosting services include frequent security and framework updates and monitoring. All our providers guarantee 99.9% server uptime.
  • Support – provision of ongoing support in relation to the operation and updating of your website. In this context updating refers to content, technical issues (not related to website hosting), investigation thereof and their resolution, and minor development work, rather than general maintenance and framework updates. Our support services operate on an ad hoc or retainer basis.

Ad hoc requests are dealt with according to the timing of the request, the scale of the request and the priority assigned, taking severity into account.

Retainer support is where the client contracts for a number of pre-agreed monthly support hours. Clients on support retainers are given a higher priority than ad hoc support requests, all other factors being equal, and hourly rate for time bought in advance is at a discount to the ad hoc rate.  For retainer clients, support time is logged in our ticket system, and the monthly and cumulative times are recorded each month.  If the amount of time being used remains within 20% of the expected cumulative total, then no adjustment is made until the year-end.  If it falls outside this range, then an adjustment is made. Any adjustment starts by resetting the account, which may involve the raising of an invoice or credit note.  The revised monthly amount will be agreed and will be used going forward. Unused retainer time in any month is not carried forward to the next month.

We aim to respond to requests for support with 2 hours during normal business hours. The time taken to resolve issues or complete requests is dependent on the nature of the request.

  • PPC Advertising – setup and management of Pay Per Click (PPC) advertising services, such as Google Ads. Our management charge covers campaign monitoring, amendments and reporting.  It also covers recommendations to improve conversion rates, such as landing page enhancements, the cost of which is not included and will be agreed in advance of any work to implement these recommendations taking place. We require clients to open an account and pay the ad charges directly to the ad provider (e.g. Google).  Our current management charges can be viewed here – https://vizulate.com/ppc-ads-charges/
  • Domain Services – the acquisition, hosting and administration of domain names. Where, requested, domains are purchased on your behalf.
  • Woosage – provision of our Sage-WooCommerce integration service. This is a subscription service provided by means of software to push orders from the website to Sage and pull product data (prices and stock levels) to the website. Woosage is available as a stand-alone service and the Terms of Service can be found at https://www.woosage.com/terms-of-service/ and where information herein relating to Woosage conflicts with Terms of Service then the Terms of Service on Woosage.com prevail. Further details of these services and their terms are covered in the remainder of this document.

 Invoicing

  • Website – unless otherwise stated in the proposal, our charges for website development are invoiced as follows:
    • Deposit – 40% on the decision to proceed.
    • Build-Complete – 40% on commencement of acceptance testing (when all the development has been completed and the website or application is made available to the client for their testing but is not yet publicly visible).
    • Go-Live – 20% when the website is live (visible to search engines and web users).

If all development work has been done and the completion of the project or phase is delayed for more than 30 days due to reasons outside the control of Vizulate, we reserve the right to require payment for any outstanding balance on the project or phase on presentation of an invoice.   We may invoice for designs that do not proceed to production within 30 days.

  • Hosting – hosting charges commence at Go-live and are payable in advance for each hosting period. All annual website hosting charges are invoiced one month before the renewal date and all monthly hosting charges are invoiced monthly in advance.

If Go-Live is delayed for more than 30 days due to reasons outside the control of Vizulate, we reserve the right to require payment for the first hosting period on presentation of an invoice.

We may withdraw the hosting facilities if payment is delayed. If we withdraw hosting facilities, we will charge for reinstating them. We may also withdraw hosting facilities if invoices for other services are not paid in a timely manner.

  • Support – Our support services operate on an ad hoc or retainer basis.  Ad hoc requests are charged at the current hourly rate in 15-minute units and are invoiced following completion of the requested work with 7-day payment terms.  Retainer support is invoiced monthly in advance for the contracted hours.
  • PPC Advertising – charges for setup or take-on of PPC ads campaigns are invoiced immediately following setup or take-on.  Charges for managing PPC ad campaigns are invoiced at the end of the month in which the ads are run with 7-day payment terms.
  • Domain Services –where we purchase and host a domain name for a client, we will charge for the actual cost of purchasing or renewing the domain plus an annual administration fee, which includes setting up any redirects and forwarding activity. The initial charges will be invoiced immediately following purchase. Renewal charges for domain names are invoiced annually one month in advance of the renewal date, along with our administration charge. Charges for domain transfers are invoiced immediately following transfer.
  • Woosage – charges for Woosage are invoiced as part of the subscription process. The subscription is invoiced according to the frequency selected (annually, quarterly or monthly) and is emailed after payment has been taken.

All our charges are exclusive of VAT, which will be added to invoices at the prevailing rate.

Invoices will always be issued by email from Vizulate Digital Limited using the email address accounts@vizulate.com.  We will notify you if our invoicing or bank details change by email from accounts@vizulate.com.

Unless otherwise stated our invoice payment terms are 30-days from the date of invoice. Clients that consistently abuse the invoice terms will have their payment terms reduced.

Scope & Specification

The project scope is set out in the proposal unless the proposal states that a more detailed specification will be produced as part of the project.

Where a proposal indicates that a detailed specification will be produced, any charges associated with the scope will be estimates that may be revised following production of the specification and this will be agreed before any work commences.

Change Control

Any changes to the scope or specification, including addition or removal of agreed functionality or designs, could impact the timescales and costs.

In the event of a client requiring changes during development they will be subject to the following procedure

  1. Details of the change required will be documented in detail and agreed in writing via email.
  2. The impact of the project timescales and cost will be assessed
  3. The revised timescales and cost will be provided in writing via email
  4. Following acceptance by the client, the change will be incorporated into the project.

Payments

With the exception of Woosage subscriptions, all invoices must be paid by electronic transfer to the bank account shown on our invoice.  We also accept payment by credit/debit card using the link provided in invoice emails or via telephone.  We do not store any card details for invoices paid by credit or debit card.

Woosage subscriptions require a credit card to be held in our subscription system to facilitate automatic renewals and prevent loss of service. Card details are encrypted for security and the details cannot be retrieved or edited by Vizulate staff and only the last 4 digits and expiry date are accessible.  We provide access to our finance portal to allow you to update card details.

Interest on Late Payments

Where invoices are not paid by the due date on the invoice, we may charge interest at a rate of 8% above the Bank of England base rate. We will raise a separate invoice for late payment charges, which will be due immediately.

Minimum Commitments & Notice of Cancellation

  • Hosting – all hosting services are subject to a minimum commitment of 12 months.  Thereafter monthly hosting services can be cancelled by notifying Vizulate Digital Limited one month prior to the cancellation date.  Annual hosting services can be cancelled after the first year giving 3 months’ notice.  Where we agree to allocate a server solely for your website(s) the notice period required after the first year is 3 months, regardless of whether payment is monthly or annually.
  • Support – the minimum term for support retainers is 12 months. Thereafter they can be cancelled at one month’s notice.
  • PPC Advertising – the minimum commitment for PPC advertising is 3 months and can be cancelled thereafter with one month’s notice.
  • Domain Services – domain names are purchased and renewed for one year. Domains are set to auto-renew, to avoid any lapse in service and to prevent the domain being acquired by another party.  We therefore require minimum of 3 months’ notice in advance of the renewal to cancel a domain name.
  • Woosage – the minimum term is determined by the subscription; annually, quarterly or monthly. Subscriptions can be cancelled at any time during the subscription period, which will take effect at the next renewal. No refunds are given for the unused part of a subscription.

Website Content

Unless stated in the proposal or otherwise agreed in writing, all content (including, but not limited to, written copy and images) will be supplied by the client.

If any content provided by the client requires rework (e.g. image enhancement and/or optimisation) then this may incur additional charges, which will be agreed in advance.

The client warrants that they have the rights to use any images or artwork provided to Vizulate Digital Ltd.

Unless stated in the proposal or otherwise agreed in writing, all e-commerce data will be provided by the client.  E-commerce data includes product descriptions, part numbers, weights, dimensions, prices and classification information, such as categories and tags.  Where product variations and bundles are sold via the site the product configurations will be provided by the client.

Similarly, shipping, pricing and payment details will be provided by the client.

PPC Advertising Services

Where we run digital advertising campaigns for the client (e.g. Google Ads) we require a minimum commitment of 3 months with a pre-agreed advertising budget, Our management charges for advertising services are 20% of the actual advertising spend with a minimum charge of £150 per month.

Some digital ad service providers work on a daily budget and they may vary by plus or minus 20% on any given day, depending on volumes and to ensure opportunities are not missed due to budget constraints.  However, part of the management service we provide ensures that we will monitor and adjust daily budgets so that agreed monthly budgets are adhered to as closely as possible and we will invoice the management charge for agreed monthly budget regardless of overspend or underspend.  We will report on actual ad spend and advise budget revisions, where appropriate.

If ads are paused or stopped part way through a billing cycle there may be residual management charges outstanding, which will be invoiced after the period end.

Urgent Requests

We will usually provide a detailed proposal or quotation for any work we carry out that is not covered by a retainer, but we are often asked to carry out urgent ad hoc tasks.  Where the client requests such ad hoc activity, that is not covered by a retainer arrangement, the work will be charged at our standard hourly rate, with a minimum charge of half the hourly rate for any work during a calendar month taking a total of 30 minutes or less.  This rate, which is reviewed periodically, is unrelated to any of our rates for other activities and we will notify clients of any change to this rate.

Warranty

Websites and other custom developments are guaranteed for 12 months from the go-live date.  During this period, we will correct any defects free of charge, provided that the defective content or functionality was covered in the original brief or specification. No warranty is provided for work done without an agreed specification or written proposal.

Timescales

All timescales for delivery are estimated.  The estimates are based on the resources required to complete the work and our workload at the date of the proposal. Assumptions are also included regarding the timely availability of personnel, content and other client resources. Any decision or resource delays or changes in scope may result in extension of the delivery timescales.

Copyright

The intellectual property rights in any work carried out by Vizulate (such as designs, or custom code) remains with Vizulate Digital Limited. Where we carry out custom development (including custom websites and applications), we agree to a perpetual licence to use or modify the IP provided that:

  • a) All outstanding invoices are paid
  • b) The IP is not copied and used by or for a 3rd party

Where we produce any designs associated with your company name or brand (including product or service name) we agree to transfer the IP rights in this work to you at no additional cost and our charge for the design work includes the provision of the relevant artwork files in common digital formats.

For the avoidance of doubt, the intellectual property rights in any content provided by the client that they own the rights to remains with the client.

Notices/Communications

Both parties agree that any notices or other communication shall be delivered via email and the parties agree to provide email addresses for this purpose and to whitelist the addresses. No instructions will be taken by Vizulate via any other means (e.g. WhatsApp, SMS, Instant Messaging etc).

A notice or communication is deemed to have been delivered if it has been received by the recipients email server regardless of whether it has been delivered to the recipients’ inbox.

Limitation Of Liability

Our entire liability to you whether in contract, tort (including negligence) or otherwise in relation to any claim (and a series of claims arising from the same or a connected series of events shall be deemed to be a single claim) shall be limited to the net value of all paid invoices relating to the deliverables provided by us.

Nothing in these Terms of Service excludes our liability for:

  1. Death or personal injury caused by our negligence;
  2. Fraud or fraudulent misrepresentation made to you by us;
  3. Any other matter we cannot exclude or limit by applicable law.

Personal Data

How we collect and use your personal data is described in a separate Privacy Policy, which can be found at https://vizulate.com/privacy-policy/

Confidentiality

Confidential information is information that is confidential or proprietary that both parties become privy to during the course of our business relationship. Both parties agree to keep all confidential information in confidence and will make reasonable efforts to ensure confidential information is not disclosed or distributed by its employees or agents.

These obligations will not apply to information that is in the public domain or that is lawfully demanded from a party by the courts, a government or regulatory body with the legal power to demand the same.

These obligations do not extend to the fact that you have become has become a client and you agree to permit us to state this on our website in our list of clients.

Applicable Law

These terms and conditions above and any disputes or claims arising out of or in connection with its subject matter are governed by and construed in accordance with the law of England and Wales and the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim.