FLAT WHITE DESIGN LTD – TRADING AS FLAT WHITE WEBSITES
TERMS AND CONDITIONS OF BUSINESS
1 About Flat White and Our Products and Services
Flat White provides ready-to-use website templates and Hosting and Support services. These Terms, along with any documents or other processes referred to in them, set out the basis on which these products and services are provided. We will not provide any products or services to you until you have confirmed that you agree to be bound by these Terms.
We reserve the right to make changes to these Terms at any time. If we do so and at that time we are continuing to provide any services to you, we will notify you that our Terms have changed and provide you with a copy of the updated Terms. If you do not accept our new Terms you will need to let us know within fourteen (14) days, and if you do not do so you will be deemed to have accepted those new Terms.
We advise that you print and retain a copy of these Terms for your future reference.
In these Terms, references to “Flat White”; “we”; “us”; and “our” are references to Flat White Design Ltd, a company registered in England with company number 11117407, whose registered office is at 31 Capstan Court, 24 Wapping Wall, London E1W 3SE – trading as Flat White Websites.
References to “you” are to you, a client or prospective client of Flat White, and the term “your” shall be construed accordingly.
In addition to the definitions identified above, the following terms have the following meanings:
“Client Content” means all content and materials created or otherwise provided by you and incorporated into the Site (whether by us or by you).
“Confidential Information” means all information, whether technical or commercial including without limitation all specifications, drawings and designs, whether disclosed in writing, on disc, orally or by inspection of documents or during discussions between you and us, where the information is (a) identified as confidential at the time of disclosure; or (b) ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure.
“Delivery” means delivery of a live Site to you, and the term “Deliver” shall be construed accordingly. Please refer to section 4 – Timescales and Delivery of Your Site – for more details.
“Domain Name” means the website domain associated with your Site.
“Fees” means the fees payable in respect of the Package you choose, including without limitation any ongoing Hosting and Support charges, and also includes any additional costs that we invoice to you in accordance with these Terms.
“Hosting” means the hosting of the Site through our hosting provider, and the word “Host” shall be construed accordingly.
“Intellectual Property Rights” means all intellectual property rights, including copyrights, trade and service marks, trade names, domain names, right in designs, moral rights, topography rights, rights in databases, patents, utility models, trade secrets and know-how, in all cases whether or not registered or registrable and including registrations, applications for registration and rights to apply for registration, and all rights and forms of protection of a similar nature or having equivalent or similar effect anywhere in the world.
“Namecheap” means Namecheap, Inc. More information about Namecheap can be found on their website at https://www.namecheap.com.
“Order” means an order by you for any of our Packages.
“Package(s)” means the website package(s) on offer on our Website.
“Renewal Date” means the date falling on each annual anniversary of the initial purchase date.
“Site” means the website ordered by you from us.
“Stripe” means the online secure payment portal we use to handle payments to us (Stripe).
“Terms” means these terms and conditions.
“Website” means our website at https://flatwhitewebsites.co.uk (or any successor website).
Any documents referred to in these Terms form part of these Terms and shall be interpreted accordingly. The clause headings in these Terms are inserted for ease of reference only and do not affect the construction or interpretation of these Terms.
In these Terms the singular shall be deemed to include the plural and the plural shall be deemed to include the singular unless the context requires otherwise.
2 Purchasing a Site from Us
To order any of our Packages, please follow the instructions in the “Buy” section of our Website. Once you have done so and payment has been confirmed by our ‘Stripe’ payment portal, your Order will come through to us. We may from time to time need to conduct security and other verification procedures in relation to the information you provide, and by placing an Order with us you agree to our doing so.
By placing an Order with us you warrant that you are legally capable of entering into binding contracts, that you are not in any way prohibited by any local laws to agree to these Terms or to purchase any of our Packages, and that the information you have provided to us is true and accurate. If any of that information changes then please contact us so that we can update our records.
3 Formation of Contract with Us
Your Order constitutes an offer to us to buy one of our Packages. Once we have received confirmation that your payment has been processed we will send you an order confirmation email, and the contract between you and us will be formed when we send you that confirmation email.
4 Timescales and Delivery of Your Site
Once we have confirmed your Order we will set up and activate your Site as quickly as we are able to, but as a guide we try our very best to Deliver every Site within seven (7) days of an Order being placed.
If you already own your Domain Name, then we will provide you with a temporary website address when we Deliver the Site to you along with login details so that you can add your content. Once you are ready for your Site to go live, you will need to email us at firstname.lastname@example.org to let us know and we will then either provide instructions on how to point your Site to your Domain Name, or otherwise if you ask us to do so and provide us with login details for your domain name provider, we will point the Site for you.
If you do not own your Domain Name then we will purchase one for you. Please see section 10 for more information. Once your Domain Name has been purchased we will Deliver your Site with a live ‘Coming Soon’ homepage, login details so that you can add your content and instructions on how to change the Site from the ‘Coming Soon’ page to a full, live Site.
5 Hosting your Site
Hosting and Support is provided on a yearly basis. The contract will be formed at the time that you pay us the relevant Fees and we will not be required to provide any Hosting and Support services until we have received payment in full from you.
If you would like to move your Site to a third party hosting provider after we have started Hosting your Site we will provide you with a WordPress export of the Site and will have no further responsibility or obligation to you or your Site. Please see section 14 – Termination and Cancellation – for further details.
Hosting and Support consists of:
(a) Hosting of your Site through Namecheap (see below for more information);
(b) email and/or telephone support for your website from 9am to 5pm Monday to Friday (excluding bank holidays). If you require assistance please contact us at email@example.com or on 020 3789 4823. This support service does not cover support for changes to the content or design of your Site and is a technical support service only; and
(c) regular updating of WordPress and any relevant plugins on your Site.
We do not own our own dedicated servers, and instead act as an intermediary between our clients and Namecheap, a third party hosting provider. Accordingly, our service to you is dictated by the service we receive from Namecheap. As with all servers, occasionally there will be maintenance or updates required which result in short periods of downtime. We will make every effort to inform you of these in advance, as long as we have been notified by Namecheap.
You can read more about the package we receive from Namecheap and the remedies available to you by clicking here. We recommend that you contract directly with Namecheap for hosting services if you require support for your Site beyond that offered by us.
As we work exclusively with Namecheap we do not offer any technical support for any other website hosting company that you may choose.
6 Purchase, Registration and Renewal of Domain Names
We will purchase a domain name for your Site in accordance with the instructions set out in your Order. If the domain you request in your Order is not available then we will contact you with two (2) suggested alternatives. We cannot reserve domain names so we ask that you respond within twenty-four (24) hours of us contacting you, to reduce the risk of a particular domain no longer being available.
Any Domain Name purchased by us for you will include your name as the ‘Registrant Contact’, but we will enter our own details as ‘Administration Contact’, ‘Technical Contact’ and ‘Billing Contact’.
Initial registration of any Domain Name is for one (1) year. As long as we are Hosting your Site we will also manage renewal of your Domain Name registration. If we do not Host your Site you will be responsible for renewing that registration. It will be your responsibility to update all registration information (including without limitation administration, technical and billing contact information) and we will not be responsible for any issues that arise if you fail to do so.
7 Fees and Payments
Package prices are set out on our Website. Unless our Website states otherwise, the prices on the Website include all applicable value added taxes. We reserve the right to change our prices at any time. If we become liable to charge any taxes or duties we will contact you.
We of course make every effort to ensure the prices on our Website are correct. If for any reason they are not we will inform you of the correct price of any Package you have sought to Order and you will then have the option to proceed with your Order, subject to you paying the correct price, or to cancel your Order.
If you do not complete the payment process or if payment is not received in full (including any applicable taxes) we will not process your Order, so please ensure that you do complete all the steps on our Website to make sure your Order can be processed by us.
Hosting and Support:
Fees for our packages including Hosting and Support are payable on an annual or monthly basis in full in advance. We will email you around one (1) month before the Renewal Date to notify you of Hosting and Support Fees for the next twelve (12) months and to ask you to confirm that you wish us to continue Hosting your Site. If you do not wish us to continue Hosting your Site you will need to notify us prior to the Renewal Date. If you wish us to continue Hosting your Site, we will send you an invoice for the next year’s Hosting and Support Fees, and you agree to pay that invoice promptly and in any event prior to the Renewal Date. We will have the right to suspend your Site if we have not received payment of any outstanding Fees in full prior to the Renewal Date. We will have no liability to you for any direct or indirect consequences of us suspending the Site. You agree to reimburse us for any unavoidable costs that we incur as a result of suspending the Site while we wait for you to pay us.
If we purchase a Domain Name for you the cost of purchasing and registering that Domain Name for the Initial Period is covered within the Fee you have paid for the Package you have chosen. Thereafter Fees for renewal of your Domain Name are payable by you on an annual basis full in advance, prior to the Renewal Date. At the same time as we contact you regarding Hosting and Support renewal we will also inform you of the Fees associated with renewing your Domain Name. If you do renew Hosting and Support services, the invoice we send you for Hosting and Support Fees may also include Domain Name renewal Fees. We will have no responsibility to renew your Domain Name if we have not received payment of any outstanding Fees in full prior to the Renewal Date, and we will have no liability to you for any direct or indirect consequences of us not renewing your Domain Name.
We are a small business and as such we rely on our clients paying us on time. If any sums are not paid within the timeframes set out in these Terms, we reserve the right to charge interest on all outstanding sums calculated in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
8 Flat White’s Obligations
In consideration of and subject to payment of the Fees and your compliance with these Terms, Flat White agrees to provide your Site in accordance with these Terms, and to perform our obligations with reasonable care and skill.
We will make every effort (a) to Deliver your Site within seven (7) days after confirming receipt of your Order by email; and (b) to provide Hosting and technical support services in accordance with these Terms.
9 Your Obligations
In consideration of Flat White providing the Site to you, you agree:
(a) to provide us with all information requested by us as quickly as possible so that we are able to work within the timescales agreed between us;
(b) to make every effort to meet agreed deadlines and to let us know as soon as possible where this is not achievable; and
(c) to make payment of all Fees and any additional costs recharged to you within our payment deadlines.
You are responsible for the Site and the content within it, and for compliance with all relevant e-commerce and internet statutes and regulations including, without limitation, the provisions of the E-commerce Directive, the Consumer Distance Selling Directive, the Privacy and Electronic Communications Directive and the Data Protection Act 2018.
10 Platform and Browser Information
We use the WordPress platform exclusively as our content management system for all Sites. Our Website sets out which other platforms will be built in to any Site ordered from us depending on the Package you choose. Please ensure you choose your Package carefully, as your Site will not be able to incorporate additional elements or platforms beyond those set out on our Website for the Package you have chosen without upgrading to another Package with us (and if you choose to do so, further Fees will become payable and you agree to pay any such Fees within seven (7) days of invoice). We will discuss these Fees with you and you be liable to pay these Fees in accordance with these Terms, failing which we shall have no liability to upgrade your Site).
Our Sites are developed to work primarily across major browsers and platforms including devices such as mobile phones and tablets. However, you acknowledge and agree that we cannot guarantee complete or long-term compatibility across every major browser, platform or handheld device due to updates/upgrades by their respective vendors.
11 Privacy and Data Protection
To find out about what we do with and how we look after your personal data, and your rights in relation to that data, you can read our Privacy Notice, which can be found here.
You can also find out about the cookies used on our Website by reading our Cookies Policy, which can be found here.
Both you and we agree to protect the Confidential Information of the other party against unauthorised disclosure by using the same degree of care in relation to the other party’s Confidential Information as is taken to preserve and safeguard our own Confidential Information of a similar nature, being at least a reasonable degree of care. The obligations set out in this section will not apply to Confidential Information which the receiving party can demonstrate (a) is or has become publicly known other than through breach of these confidentiality provisions; or (b) was in possession of the receiving party prior to disclosure by the other party; or (c) was received by the receiving party from an independent third party who has full right of disclosure; or (d) was required to be disclosed by law or by a governmental authority or regulatory body, and in such circumstances the party subject to the requirement to disclose agrees to notify the other party of the requirement to disclose.
13 Intellectual Property Rights
Unless otherwise agreed with you in writing, the ownership, rights and Intellectual Property Rights in and to (a) all coding (whether source or object) and all components of it, and (b) anything else that comprises the Site as Delivered and which is not Client Content, including without limitation all literal and non-literal expressions of ideas that operate, cause, create, direct, manipulate, access, or otherwise affect the design elements used in the Site, and (c) all Flat White’s products and the results of our services, remain the property of Flat White. You specifically agree not to do anything that may in any way infringe upon or undermine our rights, title, or interest in the Site or our products and services. You fully understand that Flat White may reproduce, re-use, develop and use in any other way we choose all rights owned by us including without limitation know-how, methods, techniques or procedures owned or developed by Flat White in the course of providing the Site and that our Packages are not sold exclusively so may be purchased by other customers.
All rights, title and interest in and to the Client Content remain exclusively with you and any use of any Client Content does not transfer any rights in that Client Content to us. You grant us a non-exclusive, worldwide, royalty-free licence to use the Client Content to transfer the Site to you or to another hosting provider as set out in these Terms.
Flat White owns all Intellectual Property Rights and all other rights in and to Flat White’s Website and all other proprietary materials.
You agree that Flat White is entitled to use and make reference to your business name and the products of our services for the purposes of marketing and advertising. This includes using pages from your Site in our online and physical portfolios. If you do not want us to do so, please let us know.
We include the words ‘Designed by Flat White Design’, with a link to our Website, at the bottom of all websites designed by us. We hope that you will be happy for us to do so, but if for any reason you would prefer this not to be included then please contact us.
14 Termination and Cancellation:
You shall be entitled to cancel your Order at any time, for any reason, within twenty-eight (28) days of Delivery. In order to do so you will need to contact us in writing or by email at firstname.lastname@example.org providing the following information:
(a) notification of your wish to cancel;
(b) financial information to enable us to refund the Fees paid; and
(c) confirmation as to whether you wish to purchase ownership of any Domain Name (if any) purchased by us for your Site.
We will make every effort to refund the full amount of Fees (less any Domain Name costs if you do wish to purchase ownership of your Domain Name) paid to us within seven (7) days, subject to you providing us with the information set out above.
If you do wish to cancel and do not notify us of your wish to purchase the Domain Name, then ownership of the Domain Name will remain with us until the end of the Initial Period at which point the registration will lapse, and we will not have any responsibility or liability for any unavailability of the Domain Name after such time.
You further acknowledge that if you cancel your Order the Site and all content in it will be erased and we will not have any responsibility to provide anything further to you. It is therefore your responsibility to ensure you have a copy of any and all Client Content.
Hosting and Support:
Unless we agree otherwise with you in writing, Hosting and Support services are contracted on an annual basis so will automatically expire at the end of each annual period unless you and we agree to extend them. We do not accept cancellation of Hosting and Support services mid-way through any annual period, so if you want to move your Site to a third party provider then you will not be entitled to any refund in respect of any Fees paid. If you ask for your Site to be transferred we will provide you with a standard WordPress export of the Site but we will have no further responsibility or obligation to you or with regards to your Site.
In the event that the services being provided by Namecheap are no longer available to us we will make every effort to provide an alternative hosting solution with equivalent or higher specification as quickly as we are able to. If we are unable to do so within a reasonable period of time you will be entitled to terminate Hosting and Support with us and we will refund you a proportion of the Fees that you have paid to us in respect of the remaining portion of the annual period for which we do not Host your Site.
These Terms set out the full extent of Flat White’s obligations and liabilities to you in relation to the products and services provided by us. All conditions, warranties or other terms concerning those products and services which might otherwise be implied into this agreement (whether by statute or otherwise) are expressly excluded.
We warrant that the Site as Delivered by us to you (excluding any Client Content, if any) will not infringe the rights of any third parties.
You warrant that you have the right and authority to engage Flat White and to agree to these Terms. You also warrant that:
(a) all the Client Content and all information contained in it will be true, accurate and complete, is owned by you or you have permission from the owner to use it, and does not infringe the rights of any third party. We may request evidence of ownership or permissions for use of Client Content and you agree that you will provide that evidence promptly to us;
(b) you will not at any time decompile, reverse engineer, disassemble or otherwise attempt in any way to derive any source code version of the Site or of any of our Packages;
(c) you will comply with all applicable local and foreign laws and regulations which may govern the use of our Website and your Site; and
(d) you will use our Website, our products and services and the Site only for lawful purposes and in accordance with these Terms.
You hereby protect, indemnify, hold harmless and defend Flat White and our subcontractors, and will continue to do so, from any liability (whether actual or threatened and including without limitation solicitors’ fees and court costs), claim or suit, arising out of any breach by you of any of the warranties, representations or agreements in these Terms or otherwise from our use of the Client Content.
16 Limitation of Liability
In the event that we fail to comply with any of our obligations under these Terms then you agree that we will have a reasonable opportunity to correct any errors and re-perform those obligations.
If we fail to correct or remedy our obligations within a reasonable time then, subject to the next paragraph, the total amount of Flat White’s liability to you for all losses, damages, costs, claims and expenses, regardless of how or when they arise, whether arising in contract, tort (including negligence) or otherwise, will not exceed in aggregate the total amount of Fees paid to Flat White under these Terms in the twelve months prior to the date that the claim arose.
Nothing in these Terms seeks to restrict or limit the liability of you or us for anything that it would be unlawful to exclude or limit, including without limitation death or personal injury resulting your or our (as applicable) negligence and for fraud or fraudulent misrepresentation.
We (including our agents and sub-contractors) will not be liable for any (a) damage to software or other assets, (b) damage to or loss of data or content, (c) loss of profit, (d) loss of anticipated profits, (e) loss of revenues, (f) loss of anticipated savings, (g) loss of goodwill or (h) loss of business opportunity, or for any indirect or consequential loss or damage.
Whilst we work to the highest standards we are able to, unfortunately from time to time errors do happen. If they do arise and are proven to be our own errors, we will do everything we can to rectify those errors and ensure the Site functions as it is intended to. However, we will not be liable in any way to you for any third party damages, including lost profits, lost savings, or other incidental, consequential or special damages arising out of the operation of or inability to operate the Site or any part of it.
Notwithstanding any other provision of these Terms, Flat White will not be held liable for any missed launch date or deadline if you have failed to pay any Fees due at any stage.
For any time that we provide you with Hosting and Support services we will not be responsible or liable in any way for any Site downtime or interruption arising as a result of errors, omissions or any actions by you. In addition, you agree that your remedies in respect of any Site downtime or interruption will be limited to an extension of your service cycle, calculated by reference to the length of downtime or interruption, and we will have no further liability to you. Please contact us if you would like more information about this.
If you decide to host your Site other than through us, we cannot guarantee that the Site will be compatible with other hosting providers’ server operating systems. It is your responsibility to check that the Site will function on your desired server and we will not accept any liability for any problems that arise as a result of you choosing to host the Site elsewhere. If you have any questions or concerns about this then please raise these with us as early as possible.
Both you and we accept that the limitations and exclusions set out in these Terms are reasonable having regard to all the circumstances.
17 Events Out of Your or Our Control
Neither you nor we will be in breach of these Terms or liable for any delay in performing, or failure to perform, any of our respective obligations if that delay or failure results from events, circumstances or causes beyond that party’s reasonable control. In such circumstances the affected party will be entitled to a reasonable extension of the time for performing the relevant obligations, unless you and we agree otherwise.
If either you or we breach any of these Terms and the other waives its rights under these Terms, that waiver will not be taken or held to be a waiver in respect of any subsequent breach.
Any changes to these terms that we agree with you will only be valid if recorded in writing and signed by you and us.
All notices, documents and other communications relating to these Terms and which you wish to send to us must be in writing and sent by registered post to the address set out at the top of these Terms, or by email to email@example.com and, in the case of any service of legal proceedings, by both the aforesaid methods. Any notices, documents and other communications relating to these Terms and which we wish to send to you will be in writing and sent either by registered post or email (or both) to the address/email address you provide in your Order. All such notices will be deemed to have been served upon and received by the recipient on the expiry of 48 hours after posting or at the time of transmission in the case of email transmission, subject to the sending party having a delivery receipt.
If any of these Terms, or any part of any of these Terms, is invalid, illegal or unenforceable, you and we will negotiate in good faith to amend that provision so that, as amended, it is legal, valid and enforceable and, to the greatest extent possible, achieves the intended commercial result of the original provision. If such a modification is not possible, the relevant provision or part-provision will be deemed deleted. Any modification or deletion of any of these Terms or any part of any of these Terms will not affect the validity and enforceability of the rest of these Terms.
The rights granted to you under these Terms apply to you only and do not confer any rights on any third parties.
You may not assign the benefit of all or part of these Terms without our prior written consent, which we will not unreasonably delay or withhold.
You and Flat White are independent contractors. Neither party is the agent or partner of the other, nor do these Terms create any joint venture between you and us.
These Terms and the documents referred to in them constitute the entire Agreement between the parties. Other than where we state in these Terms anything to the contrary, for example in respect of our reliance on instructions and approvals given orally, neither party shall be under any liability for any representations made prior to or during the period that we provide the Site and any Hosting and Support services.
These Terms are governed by and will be construed in accordance with the laws of England and subject to the exclusive jurisdiction of the Courts of England.