In this document the following words shall have the following meanings:
1.1 "Agreement" means these Terms and Conditions together with the terms of any applicable Service Specification;
1.2 "Client" means the organisation or person who purchases services from Digital Hotelier;
1.3 "Intellectual Property Rights" means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable;
1.4 "Service Specification" means a statement of work, quotation or other similar document describing the services to be provided by Digital Hotelier;
1.5 "Digital Hotelier" means supplier; Digital Hotelier Limited, 22 Uxbridge Rd, London W5 2RJ. Registered in England Company No. 07063644.
1.6 A person who is not a party to a Contract has no rights under the Contract (Rights of Third Parties) Act 1999 to enforce any Term of these Terms and Conditions.
2.1 These Terms and Conditions shall apply to all contracts for the supply of services by Digital Hotelier to the Client.
2.2 Before the commencement of the services Digital Hotelier shall submit to the Client a Service Specification which shall specify the services to be performed and the fees payable. The Client shall notify Digital Hotelier immediately if the Client does not agree with the contents of the Service Specification. All Service Specifications shall be subject to these Terms and Conditions.
2.3 Digital Hotelier shall use all reasonable endeavours to complete the services within estimated time frames but time shall not be of the essence in the performance of any services.
3. Fees and Payment
3.1 The fees for the performance of the services are as set out in the Service Specification. Digital Hotelier shall invoice the Client for the services
3.2 Invoiced amounts shall be due and payable within 7 days of receipt of invoice. The Digital Hotelier shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 5% per annum above the base rate of the Bank of England. In the event that the Client’s procedures require that an invoice be submitted against a purchase order to payment, the Client shall be responsible for issuing such purchase order before the services are rendered.
3.3 Digital Hotelier charges full fees upfront on projects, unless where it has been agreed at the time of purchase. Agreement on Split payments or in other words, payments in phases is only allowed on a signed document and not via verbal or email communication with a member of staff. Any changes to existing split payment agreements, must also be carried out on signed document and submitted to Digital Hotelier accounts team for it to be effective.
3.4 Digital Hotelier Ltd reserves the right to suspend / cancel your services if the account is not cleared within 7 working days of sign up. If you are a private Individual with more than 1 project, Digital Hotelier reserves the right to suspend any / all services until the account is settled.
3.5 Digital Hotelier VAT registration GB 138611319.
4. Client and Obligations
4.1 To enable Digital Hotelier to perform its obligations under this Agreement the Client shall:
4.1.a co-operate with Digital Hotelier;
4.1.b provide Digital Hotelier with any information reasonably required by Digital Hotelier;
4.1.c obtain all necessary permissions and consents which may be required before the commencement of the services; and
4.1.d comply with such other requirements as may be set out in the Service Specification or otherwise agreed between the parties.
4.2 The Client shall be liable to compensate Digital Hotelier for any expenses incurred by Digital Hotelier as a result of the Client’s failure to comply with Clause 4.1.
4.3 Without prejudice to any other rights to which Digital Hotelier may be entitled, in the event that the Client unlawfully terminates or cancels the services agreed to in the Service Specification, the Client shall be required to pay to Digital Hotelier the full amount of costs to which Digital Hotelier has committed. If however, contract is cancelled less than five working days’ since the initial contract date, the full amount of the services contracted as set out in the Service Specification will become payable. For the avoidance of doubt, the Client’s failure to comply with any obligations under Clause 4.1 shall be deemed to be a cancellation of the services and subject to the payment of the damages set out in this Clause.
4.4 In the event that the Client or any third party, not being a sub-contractor of the Digital Hotelier, shall omit or commit anything which prevents or delays Digital Hotelier from undertaking or complying with any of its obligations under this Agreement, then the Digital Hotelier shall notify the Client as soon as possible and:
4.4.a Digital Hotelier shall have no liability in respect of any delay to the completion of any project;
4.4.b if applicable, the timetable for the project will be modified accordingly;
4.4.c Digital Hotelier shall notify the Client at the same time if it intends to make any claim for additional costs.
5.Alteration to the service Specification
5.1 The parties may at any time mutually agree upon and execute new Service Specifications. Any alterations in the scope of services to be provided under this Agreement shall be set out in the Service Specification, which shall reflect the changed services and fees and any other terms agreed between the parties.
5.2 The Client may at any time request alterations to the Service Specification by notice in writing to Digital Hotelier. On receipt of the request for alterations Digital Hotelier shall, within 5 working days or such other period as may be agreed between the parties, advise the Client by notice in writing of the effect of such alterations, if any, on the fees and any other terms already agreed between the parties.
5.3 Where Digital Hotelier gives written notice to the Client agreeing to perform any alterations on terms different to those already agreed between the parties, the Client shall, within 5 working days of receipt of such notice or such other period as may be agreed between the parties, advise Digital Hotelier by notice in writing whether or not it wishes the alterations to proceed.
5.4 Where Digital Hotelier gives written notice to the Client agreeing to perform alterations on terms different to those already agreed between the parties, and the Client confirms in writing that it wishes the alterations to proceed on those terms, the Service Specification shall be amended to reflect such alterations and thereafter Digital Hotelier shall perform this Agreement upon the basis of such amended terms.
6. Registration of Domain Name
6.1 The client agrees that all domain names carry a minimum of twenty-four months contractual bond on payment of fees, agreed by both parties
6.2 The client agrees that all domain names are registered under the property of Digital Hotelier until all contractual fees have been paid in full.
6.3 The client acknowledges that the registration of the domain name will be dependent on the terms and conditions of various naming authorities/registration agents.
6.4 The client agrees that Digital Hotelier are not held accountable for errors made on the part of the naming authorities/registration agents.
6.5 Digital Hotelier guarantee that should the naming authorities/registration agents alter, the clients will be notified immediately via Digital Hotelier’s terms and condition shown in this page.
6.6 The client acknowledges that s(he) cannot cancel any domain names once registered. On completion of payment, ownership of the domain names will be granted to the client.
6.7 The client understands that on completion of the contract, there is a pointing fee paid annually. If this fee, or any other fees are not received by Digital Hotelier, the client understands that they have a 72 hour deadline before the deletion of the domain name.
6.8 Should the domain name become ineffective, the client agrees that Digital Hotelier shall not be held responsible for the registration. However, in the event of the domain name becoming unavailable during the registration and authorisation period, Digital Hotelier will propose a new domain name for registration. The new domain name will not affect the present contractual agreements made and the client agrees that s(he) is still subject to the same fees and charges.
6.9 The client understands that Digital Hotelier has the right to cancel/suspend any domain names in the event of any legal issues or disputes.
7. Renewal of Domain Registration
7.1 Digital Hotelier assures the client that the best effort will be made to renew all domain names automatically after the twenty-four month registration period, however the client acknowledges that Digital Hotelier will not be held accountable for the failure to do so.
8. Transfer of Domain Name
8.1 The client acknowledges that should they request Digital Hotelier to host an existing domain name, they are fully responsible for the transfer to the server on the day or after the start of any agreements made are responsible for any fees paid to other parties involved in connection to the transfer. In order to affect the transfer the client shall request his/her existing ISP or any other relevant third party:-
8.1a in the case of UK TLD’s to modify the IPS Tag as required by Digital Hotelier
8.1b in the case of international TLD’s to replace the name servers, admin, technical and billing contact with the relevant details received from Digital Hotelier.
8.2 Once the agreement has been cancelled or terminated, the client has the right to transfer any domain names to a third party server. The transfer is dependent on a transfer form being completed and all fees being paid in full in accordance to the Price List. All domain names cannot be permitted transfer if requested within 60 days of the renewal date of the domain names.
8.3 The client acknowledges that Digital Hotelier will not be held accountable for any obstructions in the transfer and that all fees should be paid according to the agreement signed.
8.4 The client acknowledges that Digital Hotelier has the capability to hinder the release of any domain names, should the client be in breach of any agreements or payments, or if the initial period has not yet expired.
8.5 The client agrees that they are fully responsible for the transfer of the website. Digital Hotelier will not be held accountable for the transfer of any existing sites hosted within the appropriate domain names.
8.6 The client acknowledges that there may be a release fee or full payment of contract when submitting transfer request form. This is sometimes demanded by an ISP and is not the responsibility of Digital Hotelier.
8.7 The client agrees that should an ISP deny the release of a domain name, Digital Hotelier are not held accountable and are not permitted to interfere with the ordeal. Should Digital Hotelier choose to intervene, the client understands that there will be a domain name handling fee listed in the Price List. This fee is not refundable should the transfer still be unsuccessful.
8.8 The client agrees that services affected by the unsuccessful transfer will not be refunded. Should this occur, Digital Hotelier will offer a .co.uk domain name to replace the unsuccessful transfer of the previous domain name.
8.9 Domain name transfers, occurring within 2 months of the renewal date, will take longer than initial transfer requests.
8.10 All transferred domain names will be registered to Digital Hotelier until all agreed fees have been paid in full. The domain name may be transferred by the client once all contractual fees and duties have been completed.
9. Hosting, Support and Maintenance (Bespoke Development)
9.1 Customer Support is provided Monday to Friday 9.00AM – 5.00 PM GMT, excluding bank holidays. Should you require any help or update with any of the services purchased from Digital Hotelier, please call our UK telephone or send an email to email@example.com. Maintenance support is a paid service and you must have an active maintenance contract in order to avail any of our support services.
9.2 Maintenance services does not include any design or feature changes, maintenance only covers bug/error fixing and daily backups. Digital Hotelier will not fix any bugs or errors which were a result of 3rd party involvement.
9.3 The client agrees that both the hosting and maintenance fees carry a 12 month contractual bond. Should the client wish to cancel this service, all fees will still be paid up until the 12th month. The monthly hosting will begin when the site goes live or after the 3rd month from date of sign up.
9.4 The client should provide 30 days written notice prior to the renewal of hosting services if wishing to cancel, if not received then Digital Hotelier will automatically renew the service without any notice and charge the client the new fees accordingly.
9.5 The client acknowledges that full payment is required before the service can be provided and is non-refundable.
10a. Bespoke Website Development
10a.1 The client understands that their website will be developed based on agreed specification. In an event where client has only signed a purchase order, Digital Hotelier will work only on the design side of the project and development will only be started once project specification has been signed off.
10a.2 For any delays on project specification being signed off, Digital Hotelier will not be held accountable for any delay in the service.
10a.3 Digital Hotelier provides a bespoke design service and because it is a totally customized service, it is not possible to give out definite time line for projects. It is imperative for client to give necessary feedback for design service to yeild results and wherever client fails to provide feedback in necessary time periods, Digital Hotelier reserves the right to suspend the projects.
10a.4 The client understands that s(he) has 3 months to provide all website data. Neglect to provide this will result in a loss of any fees/deposits that the client has already paid.
10a.5 Digital Hotelier host all websites Linux based server. The client agrees that Digital Hotelier are not held accountable for the inability to view sites because of limited hardware or internet access.
10a.6 The client understands that website layouts or changes of material are not applicable once the website has been designed and hosted, however the client will be given the chance to alter minor aspects of the website should they be dissatisfied before the website goes live.
10a.7 Once the client has approved the design it may take a period of up to 14 days to test the website and go live. Any further change requests during this period will extend the timescale. All requested changes must be submitted via fax, email or post.
10a.8 Digital Hotelier reserves the right to invoice the client for any work that it has been instructed to do but not included in the agreed project specification.
10a.9 The client agrees that both the hosting and maintenance fees carry a 12 month contractual bond. Should the client wish to cancel this service, all fees will still be paid up until the 12th month. The monthly hosting will begin when the site goes live or after the 3rd month from date of sign up. Digital Hotelier will not carry out any maintenance work on 3rd party softwares like wordpress blog, forum softwares and neither will be responsible for any problems. Any work carried out on 3rd party systems will attract further costs.
10a.10 The client should provide 30 days written notice prior to the renewal of hosting services if wishing to cancel, if not received then Digital Hotelier will automatically renew the service without any notice and charge the client the new fees accordingly.
10a.11 Digital Hotelier charges clients up front before any work on the project is commenced. Most often clients are asked to make payments in full but sometimes split payments are agreed at the start of the project in writing. Split payment agreements are only valid when in writing and signed by the client and submitted to Digital Hotelier accounts department. No agreements will be accepted if done on phone or email.
10b. Third Party Applications
10b.1 The client understands that their website delivery at times may include usage of 3rd party applications such as wordpress blog, phpbb forums, dating and social networking softwares. Digital Hotelier will work with the applications in order to create the website as per agreed specifications, but will not be responsible for any problems arising out of 3rd party softwares.
10b.2 The client understands that Digital Hotelier will not be responsible for any delays on project arising out of bugs / issues on 3rd party software.
10b.3 Digital Hotelier will not be able to provide maintenance services on 3rd party softwares unless a seperate service for this effect has been purchased. Any problems on websites, blogs or any other 3rd party software will attract a further cost to investigate and fix. 10b.4 The client understands that their website delivery at times may include usage of 3rd party software or applications such as M2E Pro that, at the point of purchase, are offered with no on-going fees. Digital Hotelier will work with the applications in order to create the website as per agreed specifications, but will not be responsible for any on-going or future fees charged by 3rd party software or applications for their continued usage.
11. SEM- Search engine optimisation and marketing services (SEO, PPC)
11.1 The client understands that all SEM services are prepaid and non-refundable. Work will not begin until all fees have been paid.
11.2 Digital Hotelier cannot provide any guarantees for website traffic levels and neither for any first page positions on the search engines.
11.3 As part of the service we may need to create a links page on your website to facilitate reciprocal link building to improve your website search engine position.
11.4 Digital Hotelier as an SEO company generally work with up to 3 companies using the same keyword’s at any one paid monthly period. Under certain circumstances Digital Hotelier may choose to work with more than 3 companies using the same keyword/s at any one paid monthly period. Should the client choose to stop/pause/discontinue their monthly link building campaign on their chosen keywords for that month, then Digital Hotelier hold the right to offer the same keywords to another company. No refunds will be given on any paid upfront contracts of 12 Months, 6 Months, 3 Months or even 1 Month which are broken by the client choosing not to continue the service.
11.5 Digital Hotelier can provide you with ON PAGE consultation explaining what work you can do on your website to help with the improvement of your rankings.
11.6 Digital Hotelier cannot guarantee front page positions and cannot guarantee your top positions are secure with the search engines, as we have no control over the search engines, we can only guarantee the work will be carried out for that paid monthly period.
12.1 Digital Hotelier warrants that the services performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.
12.2 Without prejudice to Clause 13.1, and except as expressly stated in this Agreement, all warranties whether express or implied, by operation of law or otherwise, are hereby excluded in relation to the services to be provided by Digital Hotelier.
The Client shall indemnify Digital Hotelier against all claims, costs and expenses which Digital Hotelier may incur and which arise, directly or indirectly, from the Client’s breach of any of its obligations under this Agreement, including any claims brought against Digital Hotelier alleging that any services provided by Digital Hotelier in accordance with the Service Specification infringes a patent, copyright or trade secret or other similar rights of a third party.
13. Limitation of Liability
13.1 Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability of Digital Hotelier to the Client in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the fees paid by the Client to which the claim relates.
13.2 In no event shall Digital Hotelier be liable to the Client for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or Digital Hotelier had been made aware of the possibility of the Client incurring such a loss.
13.3 Nothing in these Terms and Conditions shall exclude or limit Digital Hotelier’s liability for death or personal injury resulting from Digital Hotelier’s negligence or that of its employees, agents or sub-contractors.
Either party may terminate this Agreement forthwith by notice in writing to the other if:
14.1 the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 30 calendar days of being given written notice from the other party to do so;
14.2 the other party commits a material breach of this Agreement which cannot be remedied under any circumstances;
14.3 the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;
14.4 the other party ceases to carry on its business or substantially the whole of its business; or
14.5 the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
14.6 Digital Hotelier reserves the right to terminate this contract, provided a thirty (30) days notice period is submitted in writing.
15. Intellectual Property Rights
All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of Digital Hotelier, and the Client shall do all that is reasonably necessary to ensure that such rights vest in Digital Hotelier by the execution of appropriate instruments or the making of agreements with third parties. Digital Hotelier Ltd holds all and exclusive rights to the software, servers and any script used to provide the e-commerce service to all the clients. No client has rights to access, modify, re-produce or use it any form or manner without prior permission of Digital Hotelier Ltd. Digital Hotelier Ltd, provides e-commerce service where by it allows clients to use software with custom design specifically designed for them. This service is provided on an yearly fee basis along with the SET UP which is charged initially to produce client specific design. However, client holds full rights to their products, categories, images, customers, orders.
All this information is easily extractable from the control panel available to manage e-commerce websites. Also provided is HTML version of design being used including all the images. If in any case, client is not happy with the service and decides to move on, upon client request, all the information can be put on a CD and sent via Royal mail. If in any case, Digital Hotelier Ltd is closing down or not in a position to supply the e-commerce service within the contractual period, Digital Hotelier Ltd will provide a copy of software that is currently being used to run the website. Client can use the software with another hosting company but will not be allowed to modify or re-sell the software. nRetail is a software built and provided as a service by Digital Hotelier. Digital Hotelier hold all intellectual rights to all websites hosted using the nRetail software. The nRetail software is to be hosted only on servers belonging to Digital Hotelier.
16. Force Majeure
Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.
17. Data Protection
All parties involved in the agreement will understand and follow the rules and regulations of the Data Protection Act 1998. This includes codes of practice and the confidentiality of personal information.
18. Independant Contractors
Digital Hotelier and the Client are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. Digital Hotelier may, in addition to its own employees, engage sub-contractors to provide all or part of the services being provided to the Client and such engagement shall not relieve Digital Hotelier of its obligations under this Agreement.
The Client shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of Digital Hotelier.
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.
The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party given in the Service Specification or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.
23. Entire Agreement
This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.
24. No Third Parties
Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.
25. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the law of United Kingdom and the parties hereby submit to the exclusive jurisdiction of the British courts.
26. Terms of Telephone Service
Digital Hotelier Customer Relations department aim to provide the best service. If for some reason the client is unsuccessful in getting through to our Customer Relations department, you can either leave a message on the answer phone and we will get back to you as soon as possible or email us at firstname.lastname@example.org. If during the customer relations call the client is abusive, Digital Hotelier hold the right to remove the clients support privileges.
27. Suspension and Cancellation of Service
27.1 Digital Hotelier hold the rights to cancel and suspend any services failure to the client not responding to any notices or providing the relevant content set out in the service specification. There has to be a level of commitment from the clients behalf in order for Digital Hotelier to provide a full service. If the client fails to provide the relevant content to their package(s) after 6 months from sign up date, Digital Hotelier hold the right to suspend any services the client has with Digital Hotelier. If the client wishes to unsuspend their account they will be liable to pay £99 + VAT.