LimeTime Terms and Conditions of Business
We are committed to delivering the best possible service to all our customers, and our Terms and Conditions of Business are designed to set out clearly from the outset what we can expect from each other throughout our partnership.
Please read these Terms and Conditions of Business carefully, as they contain important information and set out our and your legal rights and obligations in relation to our services.
These are the terms and conditions ("the terms") governing the Services provided by LimeTime ("LimeTime") to “the Client”.
1 Definitions and interpretation
1.1 “LimeTime” is a trading style of “It is IT Ltd”, the company providing services under these Terms and Conditions of Business and will be referred to within as ‘LimeTime'.
1.2 The “Client” is a person, persons, business or organisation using any of the services provided by LimeTime.
1.3 A “Project” is any work undertaken or service provided by LimeTime for the Client.
1.4 A “Proposal” is a document submitted by LimeTime to the Client that describes the Project, including the work, timescale, the deliverables and the basis of pricing.
1.5 “Delivery Date” is the point in time that LimeTime provide the project to the Client for Acceptance.
1.6 “Acceptance Period” means the period of 7 days beginning on the Delivery Date of the Project to the Customer.
1.7 “Acceptance Criteria” means tests performed by the Client during the Acceptance Period to determine:
(a) whether the Project conforms in all material respects with the specification of the Project in the agreed Proposal and
(b) whether the Project has any defects.
1.7.1 “Acceptance” means that the project has satisfied the Acceptance Criteria or the Acceptance Period has elapsed.
1.8 “Website” is a set of interconnected web-pages that present information in a web browser. Web-pages for a given Website are generally located on the same Host server, and prepared and maintained as a collection of information representing the Client or the Clients’ business.
1.9 “Mobile Website is” a Website optimised for smartphones with presentation using a mobile browser.
1.10 “Smartphone App” is a standalone application developed to run on a specific type of smartphone device (typically Android or Apple). A Smartphone App may rely on Internet access and hosting for delivery of content.
1.11 'Domain' is the Website address as specified by the Client.
1.12 “Hosting” is a service with a yearly cost to keep a Client Website, Mobile Website or Smartphone App available on the Internet.
1.13 “Content” refers to the text, images and other media (e.g. sound, video) that the Client requires on a Client Website, Mobile Website or Smartphone App.
2 OUTLINE OF AGREEMENT
These Terms and Conditions of Business are agreed between the Client and LimeTime for the provision of services, which shall be collectively and severally known as the “Services” provided by LimeTime to the Client including any of the following:
2.1 the development or construction of Smartphone App(s) or Website(s) or Mobile Website(s) (a Project) with functionality and features and content to Client requirements as defined in the Proposal;
2.2 the provision of consultancy and or marketing services relating Smartphone App(s) or Website(s) or Mobile Website(s) (“Consultancy Services”); and
2.3 other e-commerce or related services (“Other Services”).
3 PROPOSAL OF WORK
3.1 LimeTime will provide a Proposal to the Client defining the scope of work for a Project.
3.2 Work can be undertaken by LimeTime on a fixed price basis or on a time and materials basis. A fixed price quotation is based on assumptions arising from discussions and estimates of work that lead to the development of the Proposal.
3.3 Project deliverables are matched against customer requirements and defined in the Proposal. LimeTime will identify deliverables as individual work packages and will endeavour to provide a fixed price quote wherever the deliverables in the Proposal can be well-defined.
3.4 Time and Materials estimates on a are provided where the scope is not sufficiently well understood by LimeTime to give a fixed price quote. This may include consultancy or ad-hoc work, where the deliverables (or the way to achieve them) are not yet identified. Such work is charged on a time and materials basis. A limit or cap for any time and materials work can be agreed up front to limit financial exposure for the Client, which leads to a ‘time-boxed’ outcome.
3.5 Where the Client has been offered a Proposal for work by LimeTime, this is valid for 30 days from the date of issue.
3.6 If a Client accepts a Proposal this forms the basis of the agreement for delivery of the Project and constitutes an agreement binding on both parties. The Client will be deemed to have satisfied themselves as to the terms applying and have accepted these Terms and Conditions of Business in full. A copy of these terms and conditions is available at http://www.limetime.co.uk/terms
3.7 The client may accept the Proposal by email, or by signing the Proposal.
3.8 LimeTime reserves the right to charge the Client for expenses incurred in the provision of the Project, including but not limited to travel to the offices of the Client where required, the purchase of computer consumables required for Project and such other reasonable expenses directly related to the Project. 5.2. LimeTime will inform the Client in writing in advance if any expenses over £50 are to be incurred during the Project.
3.9 LimeTime reserve the right to withdraw from contract at any time prior to the Proposal being accepted.
3.10 The Client warrants that they are at least 18 years of age and that they possess the legal right and ability to enter into this Agreement.
3.11 All communications between LimeTime and Client shall be by telephone, email or Skype, except where agreed at LimeTime’s discretion.
4 PROJECT DELIVERY AND CLIENT ACCEPTANCE
4.1 The scope of a Project is defined by the Proposal, in which Project deliverables are matched against customer requirements. Where formal requirements are not provided, the Proposal will describe the solution that LimeTime understand that matches verbal or written requirements. The Proposal forms the definitive set of deliverables against which Client Acceptance is matched.
4.2 Once the Proposal has been agreed, if the scope or assumptions in the Proposal change, or additional work requested by the Client which is not specified in the original Proposal, this will be discussed and reviewed with the Client. Such a change may result in additional work. If the work is needed as part of an existing Project then this may affect the timescale and overall delivery time and cost of the Project.
4.3 The target completion date is (typically within 6 weeks of the agreement date). During this time the Project will go through a design phase then a delivery phase. It is important that the Client ensures that they devote some of their time to the Project to produce initial information, review progress, and thus ensure that the Project proceeds unimpeded. In the event that the agreed completion date has passed, and LimeTime are prevented from progressing with the creation of the Project due to waiting on responses from the Client, LimeTime reserve the right to impose an additional charge as appropriate.
4.4 During the project timeline, LimeTime will require the Client to provide Content i.e. text, images and where applicable movies and sound files. Content should be proof-read and error-checked by the Client. The Client may also have ideas to include within the agreed scope of work. It is important that the Client communicates their ideas and Content to LimeTime clearly, concisely, and in a timely manner.
4.5 If content is not provided within six (6) weeks of a request, LimeTime reserves the right to advise the Client of a revision to the final payment fee based on new or revised pricing schedules that may be introduced from time to time. If content is not provided within ten (10) weeks from the original request then the Client is considered to be in Default. The Project may then be terminated and the Client sent the final invoice for immediate payment. LimeTime will agree, at their discretion, to recommence the Project after agreement is reached on a new Proposal document and once the original fees have been paid.
4.6 Unless otherwise specified in the Proposal, it is assumed that any text will be provided by the Client in electronic format (typically via email) and that all photographs and other graphics will be provided electronically in .gif, .jpeg, or .png format. Although every reasonable attempt shall be made by LimeTime to return to the Client any images or material provided in hard format (e.g. CD or paper) for use in the Project, such return cannot be guaranteed.
4.7 All alterations for Projects to the scope of the agreed Proposal are to be requested by the Client via email. LimeTime reserve the right to advise the Client of any additional costs and if significant amendments are required, LimeTime will send a price revision to the Client for such work. LimeTime reserves the right to request payment be received for further alterations before continuing work.
4.8 The Client agrees that a deliverable built from a graphic design may not exactly match the original design because of the difference between the display in design software and the rendering of code. LimeTime agree to match the design as closely as is possible when building the code.
4.9 LimeTime will provide the Client with opportunities to review the appearance and content of the Project during the design phase and once the overall development is complete.
4.10 Upon completion of an agreed design the Client is asked to confirm (by email) that the design is signed off as complete and agree that any further design alterations are chargeable. In the event that the Client has not confirmed the design within 7 days from the date submitted, the design will be deemed to have been accepted.
4.11 Upon completion of the Project deliverables, an Acceptance Period is allowed for the Client to conduct tests to their Acceptance Criteria. This period allows the Client to satisfy themselves that the Project is complete and indicate their acceptance of the Project in respect of functionality, design and content. The Client is asked to confirm (by email) that the Project is signed off and complete within the Acceptance Period. The Client shall not unreasonably withhold their Acceptance where delivery complies with the agreed specification in the Proposal. In the event that the client has not indicated to the contrary during the Acceptance Period, the Project will be deemed to have been completed Acceptance when the Acceptance Period is complete.
4.12 Once the Project has passed Acceptance, any further work to complete the activities in the Proposal (e.g. app submission or search engine submission) will be conducted after which the Project will be deemed complete.
4.13 Any additional work requested after the Project is deemed complete is chargeable.
4.14 After Project completion, a Client or a third party of their choosing may wish to edit their code themselves to make updates. However, the Client agrees that in so doing they assume full responsibility for any issues which occur as a result of changing the code themselves. If the Client or a third party of their choosing edits code and this results in functionality errors or incorrect display, then LimeTime reserve the right to quote for work to effect any repairs.
4.15 LimeTime reserve the right to assign subcontractors in whole or as part of a project if needed.
5 MATERIAL
LimeTime reserve the right to refuse to handle:
5.1 Any media which is unlawful or deemed to be inappropriate
5.2 Any media which contains a virus or hostile program
5.3 Any media which constitutes harassment, racism, violence, obscenity, harmful intent or spamming
5.4 Any media which constitutes a criminal offence, or infringes privacy or copyright.
6 DOMAIN NAMES AND HOSTING
6.1 LimeTime offers, but is not obliged to offer, domain name registration and hosting.
6.2 Until LimeTime receive confirmation of registration it cannot be guaranteed that the domain name requested will be available for registration.
6.3 The Client should be aware that a domain name is registered with a Domain Registrar and as such the Client shall agree to fully abide by the terms and conditions set out by the Domain Registrar for such services.
6.4 The Client agrees that information submitted for registration of Domain names is then available to the general public. However, Clients that are using their Domain name for non-trading purposes may ask for their contact information not to be included.
6.5 The Client agrees that if at any time their contact details including email address change, it is their responsibility to inform LimeTime and update their contact details.
6.6 As part of the Hosting fees LimeTime will automatically renew the Domain name at the end of the registration period. This renewal process will continue indefinitely until such time that the Client decides they no longer require the domain or they wish to transfer the domain to another host. Failure to maintain Domain registration may result in the Client Domain name becoming available to another party and/or the associated services becoming unavailable.
6.7 If the Client already has a domain name and hosting with another supplier the Client agrees to pass on FTP details and any other access details relating to their domain name and Hosting account which LimeTime requires to upload the Website if required as part of a Project.
6.8 LimeTime reserves the right without notice to cancel, reject or refuse work with domain names or hosting services without reason for such rejection or refusal.
6.9 Using an email address hosted by LimeTime for Spamming or any type of unsolicited commercial or non-commercial email is strictly prohibited and your account may be suspended if you are found to be doing so.
6.10 The Client agrees to keep secure any identification, log ins, passwords and other confidential information relating to their account, if they have been supplied with such information. The Client is personally responsible for the use of their account and the secrecy of their password. The Client must also inform LimeTime immediately if someone steals their password or if they find someone else is using their ID. The Client agrees to co-operate with LimeTime and the police or other appropriate authorities concerning any legal action taken arising from the misuse of the Customer's account by anyone else.
7 COMPATIBILITY AND FUNCTIONALITY
7.1 A LimeTime Smartphone App is designed to be supported by the Android or the Apple IOS operating system. If the Client requires an App for both Android and Apple IOS, this means two separate apps are required.
7.2 LimeTime shall make every effort to ensure Websites or Mobile Websites or Smartphone Apps are designed to be viewed by the majority of users but this cannot be guaranteed for all smartphone devices and all users. The Client agrees that LimeTime cannot guarantee correct functionality and compatibility with all browser software and all devices across different operating systems.
7.3 The Client agrees that after handover of files, any updated software versions of Smartphone and/or the main browsers Internet Explorer and Mozilla Firefox thereafter may affect the functionality and display of the Service. As such, LimeTime reserves the right to quote for any work involved in changing the design or code for it to work with updated Smartphones and/or browser software.
8 SEARCH ENGINE SUBMISSIONS
8.1 Following the publication of a Website LimeTime will submit the Website to a number of search engines including all of the major search engines such as Google. However it can take it can take a number of weeks for a Website to appear in the search results. LimeTime endeavours to create pages that are search engine friendly, however, LimeTime gives no guarantee that the Client will receive top level rankings for their Website.
8.2 If the Client is interested in further promoting their business and Website LimeTime can offer additional SEO services for an additional fee.
9 SMARTPHONE APP STORE SUBMISSION
9.1 LimeTime shall make every effort to ensure Smartphone Apps are designed to be accepted by the appropriate app store. Apps are submitted to the appropriate store after Acceptance, in order to make it available to the public, unless public availability of an app is not required. The acceptance and publication criteria for each app store vary.
9.2 LimeTime may publish free apps on behalf of the Client using the LimeTime licence. Where an app is chargeable, a separate licence fee is payable by the Client to the appropriate App store. Enterprise applications developed for in-house use are subject to a separate licence.
9.3 Apps for Apple devices are submitted to the Apple App Store to make them available to the public. Apps submitted to Apple are reviewed by for compliance to Apple policies and subjective analysis. Apple acceptance is not guaranteed, Apple may elect to reject an app for a variety of reasons.
9.4 Android apps are submitted by LimeTime to the Google Play store to make them available to the public. Other app stores (e.g. Amazon) exist. Apps submitted to Google Play are checked for technical compliance and usually published and available to the public within 24 hours.
9.5 The Client agrees that LimeTime cannot guarantee acceptance and publication by the relevant app store.
10 PAYMENT
10.1 Charges for services to be provided by LimeTime are defined in the Proposal and agreed by the Client.
10.2 The Client will pay the Fees as set out in the Proposal and in accordance with the provisions of this Agreement. LimeTime will invoice the Client and the Client will pay the invoice, including Value Added Tax, (VAT) where applicable at the prevailing rate according to the terms of payment detailed on the invoice.
10.3 LimeTime may require payment on the completion of development milestones where the Project involves considerable development time to implement. Such development milestones and the amount of payment for the completion of each milestone will be included within the Proposal, or as separately agreed in writing by the parties prior to the commencement of the Project.
10.4 Certain Services provided to the Client may be subject to periodic payments by the Client for a minimum contract period. The Client acknowledges that such minimum contract periods are reasonable due to the nature of the services to which this applies.
10.5 If the Client wishes to spread the cost of the Project, LimeTime may at their discretion offer instalment terms. These should be agreed prior to the commencement of the work.
10.6 The Client agrees to pay any initial Hosting fees as soon as the Proposal has been agreed and thereafter to pay the Hosting fees, as set out in the Proposal. Hosting fees may be paid on a regular monthly basis by standing order, or annually in advance.
10.7 Clients choosing not to pay by standing order will need to agree an alternative method with LimeTime and will be invoiced for Hosting, and other charges, annually in advance.
10.8 For any new Projects, LimeTime will require a deposit payment to be received in advance of the work being carried out and before handover of files, except where agreed at LimeTime’s own discretion.
10.9 Once the final payment has been received for the Project and the work finished, the work carried out will be published and made publicly available.
10.10 Invoices will be provided by LimeTime upon completion of work. Invoices are normally sent via email; however, the Client may choose to receive hard copy invoices. All invoices must be paid in full within 14 days of the invoice date, except where agreed at LimeTime own discretion.
10.11 Payment for services should be made by bank transfer (BACS). Cheques will also be accepted if a bank transfer is not possible. LimeTime strongly recommend that payment is made via BACS to avoid unnecessary delays. Cheques need to be sent by post to our bank and can then take a further 4 working days to clear so please be aware that this method of payment may delay publication of your site or app whilst we await clearance of the funds.
10.12 Accounts that remain unpaid thirty (30) days after the date of the invoice will attract a service charge of 1.5% of the total amount due, per day.
10.13 LimeTime reserves the right to decline further work on a project if there are invoices outstanding with the Client.
10.14 LimeTime reserves the right to remove their work for the Client from the Internet or relevant app stores if payments are not received.
11 Cancellation
11.1 The Client may request that LimeTime cancel a project. This request must be made in writing (preferably via email). The project is cancelled only if LimeTime confirms work has not been started on the project. If LimeTime has begun or completed the work and the Client no longer requires the completion of the Project but has agreed to the work, or is in Default, the Client remains obliged to pay LimeTime for the work that has been carried out.
11.2 Should the Client cancel any Services after the Proposal has been accepted then:
11.2.1 where the Services are not subject to any minimum contract period, LimeTime shall be permitted to retain any payments made paid by the Client prior to cancellation and shall be entitled to recover from the Client a cancellation charge of 50% of any outstanding balance of the agreed Fee; or
11.2.2 where the Services are subject to a minimum contract period, the Client shall pay the sum equivalent to the balance of the total fees payable for the minimum contract period before this Agreement may be treated as cancelled.
11.3 During the first year of hosting no refund will be made in respect of annual hosting fees paid. For subsequent years a pro rata refund may be made on request. The Client should provide sufficient written notice of their wish to cancel the hosting contract. If the hosting is cancelled at the start of a new calendar month the hosting fee for that month will still apply. In addition, if the Client wishes to transfer out the domain then a £25.00 fee will apply.
11.4 It is the responsibility of the Client to cancel any standing orders they have in place for hosting or other services. LimeTime has no control over standing order mandates and do not offer a refund for monthly payments received after cancellation of the service.
12 PERMISSION AND COPYRIGHT
12.1 The Client hereby agrees that all media and content made available to LimeTime for use in the project are either owned by the Client or used with full permission of the original authors, for example all graphics and photographs used.
12.2 The Client agrees that LimeTime may include development credits and links within any code LimeTime designs, builds or amends.
12.3 The Client agrees that LimeTime reserves the right to include any work carried out for the Client in a portfolio of work.
13 LIABILITY AND WARRANTY DISCLAIMER
13.1 LimeTime will not be liable in respect of any losses arising out of any event or events beyond our reasonable control.
13.2 LimeTime shall not be liable to the Client under this Agreement in contract, tort, or otherwise (including negligence), pre-contract or by way of other representations (other than fraudulent misrepresentations) or otherwise for any loss of business, contracts, profits or anticipated savings or for any indirect or consequential or loss whatsoever.
13.3 LimeTime will not be liable in respect of any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill.
13.4 LimeTime will not be liable to in respect of any loss or corruption of any data, database or software.
13.5 LimeTime will not be liable to the Client in respect of any special, indirect or consequential loss or damage.
13.6 LimeTime reserve the right to carry out normal system housekeeping such as creating backups but DO NOT accept responsibility for ensuring said backups work - the Customer's data security is their own responsibility.
13.7 The Client agrees that it is their responsibility to comply with Internet and copyright law.
13.8 The Client hereby indemnifies LimeTime and undertakes to keep LimeTime indemnified against any losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by rh Company to a third party in settlement of a claim or dispute on the advice of our legal advisers) incurred or suffered by LimeTime arising out of any breach by the Client of any provision of these terms and conditions, or arising out of any claim that the Client have breached any provision of these terms and conditions.
13.9 The Client agrees to indemnify LimeTime against any claims, damages, losses, costs and expenses which LimeTime may sustain or incur in relation to any claim by a third party that the content and materials which the Client has provided to LimeTime constitutes a breach of any applicable law or regulation including without limitation such laws relating to sale of goods, obscenity, state security or defamation in any jurisdiction where such content or material may be reproduced or is an infringement of any intellectual property rights. The Client acknowledges that it is their responsibility to ensure that any components in whole or part connected with which the Services do not infringe the laws of any jurisdiction within which the Servicesare actively promoted.
13.10 the Client breach these terms and conditions in any way, LimeTime may take such action LimeTime deem appropriate to deal with the breach, including suspending or prohibiting access to the Website(s), Mobile Website(s), Mobile App(s) or other supplied Services at the discretion of LimeTime.
13.11 To the maximum extent permitted by law LimeTime excludes liability for any loss, claim, damages or any special, consequential, exemplary or punitive damages (whether directly or indirectly incurred) of any kind arising out of or in connection with any visitor's or user's access to, or use of the Website(s), Mobile Webiste(s), Smartphone Apps(s) or other Services, or any material thereon, whether based in contract, tort or whether negligent or otherwise, even if LimeTime has been advised of the possibility of such damage.
13.12 Nothing in this Agreement shall exclude or limit liability for death or personal injury resulting from the negligence of party or their servants, agents or employees.
14 Force Majeure
14.1 Neither party shall be liable for delay or failure to perform any obligation under this Agreement if the delay or failure is caused by any circumstances beyond its reasonable control, including but not limited to acts of god, war, civil disorder or industrial dispute. If such delay or failure continues for a period of at least fourteen days, the party not subject to the force majeure shall be entitled to terminate this Agreement by notice in writing to the other.
15 Notices
15.1 Any notice given by either of the parties under this Agreement shall be served on the other party and addressed to that party's signatory by email, personal delivery, pre-paid recorded delivery, first-class post, or facsimile transmission to the receiving.
15.2 Any such notice shall be deemed to be effectively served as follows:
15.3 in the case of service by pre-paid recorded delivery or first-class post 48 hours after posting.
15.4 in the case of service by email, or facsimile transmission on the next working day.
16 ASSIGNMENT
16.1 We may transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms and conditions without notifying you or obtaining your consent.
16.2 You may not transfer, sub-contract or otherwise deal with your rights and/or obligations under these terms and conditions.
17 LAW AND JURISDICTION
17.1 These terms and conditions will be governed by and construed in accordance with English law, and any disputes relating to these terms and conditions will be subject to the [non-]exclusive jurisdiction of the courts of England and Wales.
18 VARIATION
18.1 We may revise these terms and conditions from time-to-time. Revised terms and conditions will apply to the use of our Website from the date of the publication of the revised terms and conditions on our Website. Please check this page regularly to ensure you are familiar with the current version.
Last updated: 8th May 2019
We advise you to print and keep safe a copy of these Terms and Conditions for future reference.
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