In these conditions, unless the context requires otherwise:
- "Buyer" means the company, firm, body or person purchasing the Services from Lime Zest.
- "Contract" means a contract, subject to these conditions, for the provision of the Services between Lime Zest and the Buyer.
- "Lime Zest" means Lime Zest Web Design whos registered office is at 7 Swan Court, Witney, Oxfordshire, OX28 6EA and any subsidiary or agent of Lime Zest through which the Services are sold.
- "Order" means a purchase order in respect of the Services completed or agreed by the Buyer and submitted to Lime Zest, together with all documents referred to in it.
- "Quotation" is an agreed piece of work (incorporating these conditions) provided by Lime Zest to the Buyer in respect of the Services. A contract can come in to existence by any form of written means including email.
- "Services" means the subject matter of each Contract between the Buyer and Lime Zest, being the work and/or services or any of them to be performed by Lime Zest for the Buyer pursuant to the Order.
- "Standard Form" means Lime Zests standard form of Order.
- A Quotation shall not be binding on Lime Zest and a Contract will only come into being upon acceptance by Lime Zest of the Order by signing or counter signing the date of the order and returning it to a customer.
- The Contract will be subject to these conditions. All terms and conditions appearing or referred to in the Order or otherwise stipulated by the Buyer shall have no effect, unless such Order is in the Standard Form. Any variation to the Contract must be confirmed in writing by Lime Zest.
- Quotations submitted by Lime Zest shall remain open for acceptance by the Buyer for a period of 21 days from the date of the Quotation (unless in the Quotation some other period is specified) or when Lime Zest withdraws the Quotation.
- These conditions shall, to the extent applicable, apply to goods and products in the same way as they apply to Services
- Where the Services are sold by reference to Lime Zest's published price list or tariff structure, the price payable for the Services shall be the ruling price as published in the price list or tariff structure current at the date of purchase.
- In other cases, the price for the Services shall, subject to clause 1.3 above, be that stated on the relevant Quotation.
- Any price changes will take effect from the 1st day of the month and the customer will be notified in writing 7 (seven) days before any price change takes effect.
Terms of Payment
- Lime Zest shall invoice the Buyer for all Services (less any Deposit) immediately on completion of the web Site or at the point that no more work can be carried out without the provision of any relevant information from the Buyer.
- Unless otherwise agreed in writing by Lime Zest and without prejudice to clauses 3.1 and 4, invoices shall be payable by the Buyer within 7 (seven) days of the date of the invoice.
- The Buyer shall make all payments due to Lime Zest by cheque (supported by an appropriate cheque guarantee card) or by electronic transfer direct to the company bank account.
- If the Buyer fails to pay any amount due to Lime Zest under this Agreement on the relevant due date, a default charge will be made of £20 per week from the point that the invoice is 7 (seven) days overdue.
- The client unconditionally guarantees that any element of text, graphics or other artwork furnished to Lime Zest for inclusion in the web design project are owned by the client, or that the client has permission from the rightful owner to use each of these elements, and will hold harmless, protect and defend Lime Zest and it's subcontractors from any claim or suit arising from the use of such elements furnished by the client.
- All creation files remain the intellectual property of Lime Zest on completion of a web design project.
- Lime Zest shall be free to reproduce, use, disclose, display, exhibit, transmit, perform, create derivatives works, and distribute any item from the clients web pages unless specifically agreed to do otherwise. Further, Lime Zest shall be free to use any ideas, concepts, know how or techniques acquired in the construction of web sites for any purpose whatsoever including but not limited to developing, manufacturing and marketing products and any other items incorporating such information unless specifically agreed otherwise.
Website Optimisation (SEO)
- Whilst Lime Zest will try to improve the position of your website in Search Engine results in response to a search request, we do not warrant that this effort is in any way guaranteed.
- Lime Zest cannot be held responsible for any changes to the position of you Web Site in the Search Engine results in response to a search.
- Lime Zest will accept no liability for any financial loss resulting from a domain not being renewed.
- Lime Zest shall have no liability arising from any financial loss arising from any registered mailbox not being available.
- Lime Zest shall have no liability arising from any financial loss arising from the website not appearing online of hosting faults
Ecommerce Website Services
- Lime Zest do not complete any form of work for Ecommerce websites
- Lime Zest reserve the right to charge a 25% deposit before any work is started. This is a non refundable charge.
Warranty and Limit of Responsibility
- Lime Zest acknowledges and agrees that it shall perform the Services:
- with reasonable skill and care; and
- in accordance with good industry practice.
- The Buyer acknowledges and agrees that Lime Zest shall have no liability to the Buyer in respect of the positioning of the Buyer's Web Site.
- The Buyer's remedies in respect of any claim under the foregoing express warranty or any condition or warranty implied by law or any other claim in respect of the Services or Web Site or any workmanship in relation to them (whether or not involving negligence on the part of Lime Zest shall, in all cases, be limited to re-performance of the Services or refund of the relevant purchase price.
- Lime Zest shall not in any circumstances be liable to the Buyer for any indirect or consequential losses or any loss of profits purported to have been suffered by the Buyer.
- Lime Zest shall not be liable for any failure in the performance of any of its obligations under the agreement caused by factors outside its control.
Delivery & Completion Dates
- Lime Zest undertakes to use its reasonable endeavours to provide completed Services to the Buyer within 30 days of the date on which Lime Zest receives a signed Order from the Buyer.
- The dates for carrying out the Services and delivery of any resultant Web Site are approximate only and, unless otherwise expressly stated, time is not of the essence for delivery or performance.
- Lime Zest will not be liable in any circumstances for the consequences of any delay in delivery or performance or failure to deliver or perform save where the same is as a result of the negligence of Lime Zest
- No delay (unless material) shall entitle the Buyer to reject any delivery or performance or any other Order from the Buyer or to repudiate the Contract or the Order.
Responsibility for approving the website
- The Buyer acknowledges and agrees that Lime Zest shall produce the Web Site based on information provided to it by the Buyer.
- Notwithstanding clause 8.1, it shall be the responsibility of the Buyer (and not Lime Zest ) to review and approve the content of the Web Site (including, without limitation, the spelling of names and addresses and the accuracy of telephone numbers) at the time of the completion of such Web Site by Lime Zest to the Buyer for approval by the Buyer.
- Lime Zest shall have no liability to the Buyer for any inaccuracies in the Web Site if and to the extent that the Buyer has failed to review and/or approve (or require amendment (as the case may be)) provided to the Buyer by Lime Zest pursuant to this Agreement.
- Lime Zest may terminate the Contract immediately in the event that the Buyer is in breach of its obligations under the Contract and/or the Buyer suffers any event of insolvency or is or becomes unable to pay its debts as they fall due.
- Lime Zest may at its discretion suspend or terminate the supply of any goods and services if the buyer fails to make any payment when due or otherwise defaults in any of its obligations under the contract or any other agreement with Lime Zest or becomes insolvent, has an administrative receiver appointed of its business or is compulsorily or voluntarily wound up or Lime Zest bona fide believes that any of those events may occur and in any case of termination may forfeit any monies paid.
- Lime Zest may by written notice terminate the Agreement immediately and without liability for compensation or damages except as mentioned in this agreement if the Buyer fails to make payment as specified above.
- Any contract cancelled during the first twelve (12) months will incur a penalty charge of £200.
Third Party Claims
The Buyer shall indemnify Lime Zest and keep Lime Zest indemnified from and against any and all actions, costs (including, without limitation, the cost of defending any legal proceedings), claims, proceedings, accounts and damages in respect of any infringement or alleged infringement by a third party of any patent, registered design, unregistered design, design right, copyright, trade mark or other industrial or intellectual property rights resulting from compliance by Lime Zest with the Buyer's instructions, whether express or implied.
Assignment & Sub-Contracting
- None of the rights or obligations of the Buyer under the Contract may be assigned or transferred in whole or in part without the prior written consent of Lime Zest .
- The Web Site shall be for the sole use of the Buyer and shall not be capable of assignment to a third party by the Buyer.
- Lime Zest shall be entitled to sub-contract any work relating to the Contract without obtaining the consent of, or giving notice to, the Buyer.
- Any notice or other communication to be given under these conditions must be in writing and may be delivered or sent by prepaid first class letter post or email transmission.
- Any notice or document shall be deemed served: if delivered, at the time of delivery; if posted, 48 hours after posting; and if sent by facsimile transmission, at the time of transmission.
The invalidity, illegality or un-enforceability of any provision of these conditions should not affect the other conditions.
Third Party Rights
A person who is not party to this agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
Law & Jurisdiction
The Contract shall be governed by and construed in all respects in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English court
Last Updated April 2011