Terms and Conditions - Coding & Bespoke Work

Last Updated: 1st March 2019

Overview & Definitions

1. By ordering any work to be performed on your ShopWired account or in connection with your account, you agree that the following terms and conditions will apply, hereafter referred to as the "Agreement".

2. In this Agreement, the following definitions apply:

i) "The Company" means ShopWired International Limited. Our registered office is at Suite 3 Wren's Court, Sutton Coldfield, Birmingham B72 1RT.

ii) "The Service" means the service provided by the Company to you which is covered under the Agreeement.

iii) "The Customer" means the individual or corporate entity that orders the service from the Company.

iv) "Data Protection Legislation" means specifically European Directives 95/46/EC, 2002/58/EC, The General Data Protection Regulation, Regulation (EU) 2016/679 and any regulation or directive implementing or made pursuant to the aforementioned directives and regulations or any regulation or directive which amends or replaces them.

v) "Data Processor", "Data Subject", "Processor", "Processing", "Subprocesor" and "Supervisory Authority" shall be interpreted in accordance with the applicable Data Protection Legislation.

vi) "Personal Data" means information relating to an identifiable or identified Data Subject who visits your website or places an order through it, hereafter referred to as a "Customer". Personal Data does not include information that the Company processes in the context of any services that it provides directly to a consumer.

3. Where the Service is ordered by a customer that is a corporate entity (defined as either a limited company, public limited company, limited liability partnership, company limited by guarantee or registered charity), the individual that places the order (defined as the living person that physically places the order) hereby agrees to be jointly and severally liable for all the payments required to be made for the Service for the minimum period.

4. Where the Customer is an individual, it is not available to those under the age of 18 years.

5. The Service must not be used for any illegal purpose by the Customer. Should the Company discover that the Service is being used for illegal purposes, they will be entitled to immediately terminate this Agreement.

6. Any breach of these terms and conditions by the Customer may result in immediate termination of this Agreement by the Company. Such termination will be at the entire discretion of the Company.

General Conditions

7. The Company reserves the right to refuse the Service to anyone for any reason at any time.

8. Prior to commencing work, the nature of the work to be carried out will be described to the Customer along with the cost of the work.

9. Where the Customer orders a bespoke designed theme, the Service will be as described on the page on the ShopWired website relating to bespoke designs.

i) An initial payment of 50% is required before work commences.

ii) Once the design of the website pages has been completed and agreed by the customer, a further payment of 25% of the cost is required before coding the designs is commenced by the Company.

iii) On completion of the coding work, the customer will be notified so that they can check through the completed work. The customer has a maximum of 28 days to check the coded website at which point the final 25% payment for the service becomes due.

iv) The Company will continue to fix any errors or bugs on the website found by the customer after this 28 day period, free of charge.

Limitation of Liability

10. "Losses" in this agreement refers to the following types of losses: direct, indirect, consequential, loss of profits, loss of income/sales, loss of goodwill, loss of search engine rankings, loss of advertising costs, loss of use, loss of data or any other intangible losses.

11. The Company will provide to the Customer an estimated schedule in which the Service will be performed. The schedule is however an estimate only, and sometimes the work will take longer than expected to complete. The Company does not accept any liability for any Losses caused as a result of the Service not being performed in the estimated time.

12. The Customer orders the service from the Company at their own risk, and the Company provides no warranty or guarantee of the Service, save for guarantees and warranties implied by English Law.

13. The failure of the Company to exercise or enforce any of the terms and conditions of this Agreement shall not constitue any type of waiver of such right of provision.

Payment for the Service

14. All costs are subject to VAT at the prevaililng rate of the United Kingdom. Any price or cost quoted to the Customer will be quoted exclulsive of VAT.

15. Payment for the service must be made in fulll before the Company commences work on the Service, except where expressly authorised, in writing, by the Company.

16. Where the company has agreed, under term (15) above, to accept staged payments for the work, once the work is completed the remaining stages must be paid in full within 7 days of delivery of an invoice to the Customer by the Company.

Cancellation of the Service

17. The Customer is permitted to cancel the provision of the Service at any time.

18. Where the Company has commenced work on the provision of the Service, the Customer will not be entitled to a refund of any monies paid to the Company.

19. Where the Company has agreed, under term (15) to accept staged payments for the work and in the event of cancellation by the Customer under term (17), the Company shall assess the amount of work completed and inform the Customer within 7 days of their notice to cancel whether any refund to the Customer is due or whether a further payment should be made by the Customer to complete payment for the work completed.

20. Where, under term (19) a refund is due to the Customer, such a refund will be processed by the Company within 7 days.

21. Where, under term (19) a further payment is required from the Customer to the Company, the Customer shall make payment within 7 days.

22. Should the Customer cancel the Service before the Company has commenced work, a full refund of monies paid by the Customer shall be issued by the Company less an administration fee. Such a refund will be processed by the Company within 7 days. The administration fee shall be £65 + VAT for bespoke design projects, £65 + VAT for platform development work (adding additional features to the ShopWired platform itself) or £15 + VAT for coding work on a theme.

Restricted Content / Acceptable Use Policy

23. Use of the Service is prohibited where the content of the website or products or services for sale fall within those defined at term (28) below. The examples described are not exhaustive and we may modify this policy at any time by posting a revised version on the ShopWired website.

24. You may not use, promote, facilitate, or instruct any third party to use the Service for any illegal, harmful, offensive, fraudulent or infringing purposes or activities.

Offensive content is defined as any content which is defamatory, obscene, abusive, invasive of privacy, or otherwise objectionable.
Harmful and fraudulent activities include, but are not limited to, offering fraudulent goods or services, schemes or promotions (e.g. make-money-fast or Ponzi or pyramid schemes).
Infringing content is content that infringes the copyright, intellectual property rights or proprietary rights of others.
Harmful content is content or other technology that may damage or interfere with any system, program or data.

25. We reserve the right to monitor the content uploaded by you to ensure your compliance with our Acceptable Use Policy and, where we deem appropriate, investigate violations of this policy. We will immediately remove, disable or modify any content we find that violates this policy without notice to you and agree to contact you within 24 hours of same being completed. We may report any content or activity we suspect violates any law or regulation to the appropriate law enforcement officials.

At the sole discretion of the Company we may, on finding restricted content on your account, terminate this agreement without notice.

No Assignment By The Customer

26. The Customer may not assign this Agreement without the prior written consent of the Company. Such permission may be refused by the Company at its sole discretion.

Rights Of Third Parties

27. Nothing in this agreement shall provide or be constructed to provide any third party with any right of remedy, claim, cause of action or privilege.

Privacy & Data Protection Legislation In Relation To Data Supplied To The Company

28. Where a Data Subject is located within a member state of the European Economic Area and/or the United Kingdom, that Data Subject's Personal Data will be Processed by the Company.

29. In the course of providing you with the Service, you acknowledge and agree that the Company will use a number of Sub-Processors to Process the Personal Data of Data Subjects. The Company's partner company residing in the United Kingdom will act as a Sub-Processors, namely and Platform 43 Limited, registered in England and Wales.

30. In the course of providing you with the Service, you acknowledge that any data provided will be uploaded to the ShopWired platform.

31. The Company may use other Sub-Processors to Process the Personal Data of Data Subjects, without prior notice to you and without your consent to do so.

32. Where the Personal Data of Data Subjects is processed, the Company will;

i) Process that Personal Data in the capacity of a Data Processor, as defined by the Data Protection Legislation

ii) Process that Personal Data in accordance with the Data Protection Legislation

iii) Notify you if we receive any enquiry or complaint from any Data Subject or Supervisory Authority relating to the Processing of that Personal Data, to the extent permitted by law

iv) Implement and maintain the appropriate technical and organisational measures necessary to protect that Personal Data against any and all unauthorised or unlawful access, theft, processing, loss, destruction, damage, alteration or accidental disclosure. Such measures may be varied, from time to time, as the Company sees fit and necessary in order to provide the Service

v) Notify you promptly and in accordance with the Data Protection Legislation, should the Company become aware off any accidental, unauthorised or unlawful processing of, disclosure of, or access to the Personal Data

vi) Ensure that any and all personnel of the Company or the Sub-Processors named in term (29) are subject to suitable confidentiality obligations that restrict their lawful ability to disclose Personal Data of Data Subjects to any third party outside of any of the organisations named in term (29) or the Company.

vii) Upon termination of the Agreement, the Company will promptly initiate its purge process where instructed to permanently and irrecoverably delete or otherwise anonymise the Personal Data it holds in relation to the provision of the Service to you.

Entire Agreement & Jurisdiction

33. This Agreement constitutes the entire agreement between the parties. It supersedes and excludes all prior written or oral representations or warranties made by the Company to the Customer.

34. This Agreement is written in accordance with English Law. All parties hereby submit to the exclusive jurisdiction of the courts of England and Wales should any dispute arise.

35. Should any term, warranty or condition, or any part of any term, part of any warranty, or part of any condition, be found to be unenforceable or contrary to English Law, the Customer hereby agrees that it shall not affect the validity or enforceability of the rest of this Agreement or the rest of the term, warranty or condition.

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