[SCROLL TO VIEW ALL THE TERMS & CONDITIONS]
Web Service Agreement – Website Creation Service
This Web Service Agreement (“Agreement”) is entered into on the date of acceptance (“Effective Date”) between:
Agency: Diversity Customer Management Ltd, a company incorporated in England and Wales with its registered office at Diversity House, 72 Nottingham Road, Arnold, Nottingham, NG5 6LF (“Agency”, “we”, “us”); and
Client: The person or entity purchasing the services (“Client”, “you”).
Together referred to as the “Parties”.
1.1 The Agency agrees to provide a Website Creation and Maintenance Service, which may include:
- Up to three pages using an agreed template or layout
- Basic branding (logo, colours, fonts supplied by Client)
- Contact form (email-based)
- Website deployment to a third-party hosting environment
- Ongoing website maintenance as set out in clause 1.2
1.2 Website maintenance includes:
- Applying core platform and plugin updates
- Basic uptime and performance monitoring
- Reasonable efforts to keep the website operational
- Malware scanning and remediation where reasonably possible
1.3 Website maintenance does not include (unless agreed in writing):
- Guaranteed uptime or response times
- Advanced security hardening or penetration testing
- Content changes beyond minor text/image updates
- Recovery from major cyber incidents or third-party failures
1.4 Any additional work outside the scope will be quoted separately and must be approved in writing.
2. Client Responsibilities
2.1 The Client shall:
- Provide all content (text, images, logos) in a timely manner
- Ensure all supplied materials comply with applicable laws, including copyright and GDPR
- Review and approve deliverables within agreed timeframes
2.2 The Agency is not responsible for delays caused by the Client’s failure to provide required materials or approvals.
3. Fees and Payment
3.1 Fees are as set out in the proposal or order form.
3.2 The agreed fees include:
- Ongoing website maintenance as described in this Agreement
3.3 Payment shall be made either:
- In full in advance prior to work commencing; or
- By monthly Direct Debit, in accordance with the agreed payment schedule
3.4 Where payment is made by monthly Direct Debit:
- The Client authorises the Agency to collect payments via Direct Debit
- Payments shall continue for the duration of the service unless terminated in accordance with this Agreement
3.5 If a Direct Debit payment fails, the Agency reserves the right to charge a reasonable administration fee of £25.00 per failed payment and to suspend services until payment is brought up to date.
3.6 Maintenance costs are bundled into the service price and are not itemised separately.
3.7 All fees are exclusive of VAT unless stated otherwise.
3.8 Late or non-payment may result in suspension of work, maintenance services, or website access.
4. Intellectual Property
4.1 Upon full payment, the Client is granted a non-exclusive, perpetual licence to use the completed website for its intended purpose.
4.2 The Agency retains ownership of:
- Underlying code frameworks, templates, and methodologies
- Pre-existing tools or components
4.3 The Agency may display the website in its portfolio unless otherwise agreed.
5. Revisions and Acceptance
5.1 The service includes up to three rounds of reasonable revisions.
5.2 The website shall be deemed accepted if:
- Approved in writing by the Client, or
- Live deployment occurs without written objection within 7 days
6. GDPR & Data Protection
6.1 Each Party shall comply with the UK GDPR and the Data Protection Act 2018.
6.2 Roles:
- The Client is the Data Controller for any personal data collected via the website.
- The Agency acts as a Data Processor only where it processes personal data on the Client’s instructions.
6.3 The Agency shall:
- Process personal data only for the purpose of delivering the services
- Implement appropriate technical and organisational security measures
- Ensure confidentiality of personal data
6.4 The Client is responsible for:
- Providing a compliant Privacy Policy and Cookie Policy
- Ensuring lawful basis for data collection
- Managing cookie consent and marketing permissions
6.5 Where required, a separate Data Processing Agreement (DPA) shall apply.
7. Hosting, Domain Names and Third-Party Services
7.1 The Client acknowledges and agrees that the website will be hosted by a third-party hosting provider selected by the Agency or the Client.
7.2 While the Agency will manage the website within the hosting environment as part of the maintenance service, the Agency does not own or control the hosting infrastructure.
7.3 Where a domain name is required, the Agency may purchase the domain name on behalf of the Client.
7.4 Domain name costs are:
- Invoiced separately on initial registration
- Invoiced again as and when renewal is required
7.5 The Client shall be the legal owner of the domain name at all times.
7.6 If hosting or domain-related invoices remain unpaid after reasonable notice, the Agency reserves the right to suspend or remove the website from public access until payment is received.
7.7 The Client agrees that use of hosting and domain services is subject to the relevant third-party provider’s terms and conditions.
7.8 The Agency shall not be responsible for:
- Hosting outages, downtime, or service interruptions
- Domain suspension, expiry, or loss caused by non-renewal or third-party provider actions
- Changes to third-party pricing, features, or availability
8. Website Security, Viruses and Malware
8.1 The Agency shall take reasonable care when developing and maintaining the website to avoid introducing viruses, malware, or malicious code.
8.2 The Agency shall, as part of the maintenance service, apply reasonable security updates and carry out periodic malware scanning.
8.3 The Agency does not guarantee that the website will be completely secure or free from vulnerabilities.
8.4 The Client acknowledges that:
- No website can be guaranteed to be 100% secure
- Security risks may arise from hosting providers, third-party plugins, updates, or user behaviour
8.5 Unless expressly agreed in writing, the Agency is not responsible for:
- Advanced security monitoring or threat detection
- Penetration testing or compliance audits
- Losses arising from sophisticated cyberattacks or zero-day vulnerabilities
8.6 The Client remains responsible for:
- The accuracy and lawfulness of website content
- User access permissions and password security
9. Warranties and Disclaimers
9.1 The Agency warrants that the services will be provided with reasonable skill and care.
9.2 Except as expressly stated, all warranties (including fitness for purpose) are excluded to the maximum extent permitted by law.
9.3 The Agency does not guarantee:
- Website performance metrics
- Compatibility with future browser or platform updates
9A. Service Levels (Non-SLA)
9A.1 The Agency shall use reasonable endeavours to provide the website maintenance services in a professional and timely manner.
9A.2 The Parties agree that this clause sets out target service levels only and does not constitute a service level agreement (SLA).
9A.3 The Agency does not guarantee:
- Continuous or uninterrupted availability of the website
- Specific response or resolution times
- That errors, bugs, or security issues will be identified or resolved within a fixed timeframe
9A.4 Where issues are identified, the Agency will prioritise them acting reasonably, taking into account:
- The nature and severity of the issue
- Impact on website functionality
- Availability of third-party providers and systems
9A.5 The Client acknowledges that some issues may be outside the Agency’s control, including those caused by:
- Third-party hosting providers
- Software updates or compatibility issues
- Cybersecurity incidents or force majeure events
9A.6 No service credits, refunds, or compensation shall apply for failure to meet any target service levels under this clause.
10. Liability and Limitation of Liability
10.1 Nothing in this Agreement shall limit or exclude liability for:
- Death or personal injury caused by negligence
- Fraud or fraudulent misrepresentation
10.2 Subject to clause 10.1, to the maximum extent permitted by law:
- The Agency’s total liability arising out of or in connection with this Agreement shall be limited to the total fees paid by the Client for the services
- The Agency shall not be liable for any indirect, incidental, or consequential losses, including loss of profits, business, data, or goodwill
10.3 The Agency shall not be liable for losses arising from:
- Third-party hosting providers or software
- Security breaches, viruses, or malware occurring after website delivery
- Client-supplied content, instructions, or materials
11. Termination and Minimum Term
11.1 Where the Client elects to pay fees by monthly Direct Debit, the Agreement shall have an initial minimum term of twelve (12) months commencing on the Effective Date.
11.2 During the initial minimum term, the Agreement may not be terminated for convenience by the Client.
11.3 Following expiry of the initial minimum term, the Agreement shall continue on a rolling monthly basis unless terminated by either Party giving not less than 30 days’ written notice.
11.4 If the Client terminates the Agreement during the initial minimum term (other than for material breach by the Agency), the Client shall remain liable for all remaining fees due for the remainder of the minimum term.
11.5 The Agency may suspend services immediately where payment is overdue, without affecting its right to recover outstanding sums.
11.6 Either Party may terminate this Agreement immediately by written notice if the other Party commits a material breach and fails to remedy that breach within 14 days of written notice.
12. Effect of Termination
12.1 Upon termination or expiry of this Agreement for any reason:
- All outstanding fees shall become immediately payable
- The Agency shall cease providing maintenance and support services
12.2 Subject to payment of all outstanding fees, the Agency shall:
- Provide the Client with reasonable access to the website files and content
- Transfer administrative access where applicable
12.3 The Agency may remove or disable access to the website if outstanding fees, hosting charges, or domain invoices remain unpaid.
12.4 Unless otherwise agreed in writing, the Agency is not obliged to retain website backups or data following termination.
13. Confidentiality
13.1 Each Party shall keep confidential any non-public, commercial, or technical information received from the other.
14. Force Majeure
Neither Party shall be liable for failure to perform due to events beyond reasonable control.
15. Governing Law and Jurisdiction
This Agreement shall be governed by the laws of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction.
16. Entire Agreement
This Agreement constitutes the entire agreement between the Parties and supersedes all prior discussions.
