DVisions and Interlinked Business Solutions

Standard Terms and Conditions

Preamble – Identity and applicability

DVisions and Interlinked Business Solutions are trading styles of DV Excel Ltd, a company registered in England and Wales. Company No: 3641041, Registered Office: 57 Vale Road, London N4 1PP, VAT Number: GB 805 4125 60.

These terms and conditions apply equally to any contracts undertaken by DV Excel Ltd (hereinafter referred to as DVisions) under the DVisions and Interlinked Business Solutions trading styles.

Terms

1. Authority: It is assumed that the person engaging DVisions on behalf of the commissioning organisation, hereinafter known as the client, has the necessary authority to do so and has complied with any internal procedures before making the contract.

2. Nature of Work to be undertaken: The nature of the work or tasks to be undertaken by DVisions may be detailed in any contract schedule, proposal or letter of proposal, or as agreed by exchange of email, by verbal agreement, or as detailed in the online ordering process on our website. The scope of work or any stated deliverables may be varied by mutual agreement over the term of the contract. Any such changes constituting a fundamental change in the nature of work undertaken must be agreed in writing.

3. Fee Rates: DVisions has three standard levels of fee rate as indicated in 3.1 to 3.3 below. The actual charging rates are shown on our client rate card and may be subject to change at the discretion of DVisions. All project costs and maintenance contracts are estimated on the basis of the likely time input required at the requisite level for each task. Work additional to an existing contract or ad-hoc work undertaken on behalf of the client will be charged at the most appropriate rate for the task.

3.1. Consultancy rate: Time is accrued in increments of one quarter of an hour, and the minimum chargeable period is one half of an hour. (Note for guidance only, and not a term of any agreement - Typical work undertaken at the consultancy rate includes major site audits, strategic SEO consultancy, strategic business development planning, marketing strategy, training, and etc.)

3.2. Agency / Technician rate: Time is accrued in increments of one quarter of an hour, and the minimum chargeable period is one half of an hour. (Note for guidance only, and not a term of the agreement - Typical work undertaken by our staff at the agency rate includes web design, technical development, general SEO consultancy, minor site audits, PPC consultancy and management, hosting and technical support, and etc.)

3.3. Administration rate: Time is accrued in increments of one quarter of an hour, and the minimum chargeable period is one half of an hour. (Note for guidance only, and not a term of the agreement - Typical work undertaken at the administration rate includes website content administration, link building, image manipulation, data preparation and loading etc)

4. Time and Cost Estimates, and Contractual Limitations:

4.1. Except for orders placed online through our website which are covered by clause 4.6., an estimate of the expected cost will be provided unless the chargeable period is expected to be one hour or less and the task is supplemental or additional to an existing contract. For the purposes of this agreement this estimate should not be construed as a fixed contract price unless this is specifically stated in the schedule or proposal. Where a fixed price contract is agreed, clause 4.5 applies in place of clauses 4.3, and 4.4.

4.2 Where a client instructs DVisions to carry out a supplemental or additional task of an expected duration of one hour or less, the client agrees that DVisions may charge no more than one hour at the requisite rate without gaining further approval from the client.

4.3. Where a task is estimated at more than one hour and less than one day (eight hours) or less, DVisions reserves the right to charge for the actual time incurred without gaining further approval from the client, provided the time incurred is no more than one hour greater than the estimated time.

4.4. Where the estimate is greater than one day (eight hours), DVisions reserves the right to charge for the actual time incurred without gaining further approval from the client, provided the time incurred is no more than two hours greater than the estimated time. In the event that the hours required to complete the task look likely to exceed the estimated time plus two hours due to conditions that could not reasonably have been foreseen by DVisions at the time of providing the estimate, or because the specification of the task has been materially changed by the client, then DVisions and the client must agree a revised schedule of work. Failure to agree on a revised schedule will result in either a) DVisions completing the work as specified in the original proposal document or specification, or b) all work on that particular task or project to any revised specification being terminated once the time equating to the fixed price is reached, regardless of the state of completion. In this circumstance it will be at the sole discretion of DVisions as to which of these options will apply.

4.5. Where a fixed price contract is agreed it is reliant upon the specification and any deliverables requested by the client and information made available to DVisions up to the point of issuing the proposal. In the event that the hours required to complete the task look likely to exceed the estimated time due to material issues known by the client but not disclosed to DVisions and which could not reasonably have been foreseen by DVisions at the time of providing the proposal, or because the specification of the task or project has been materially changed by the client either before or after commencement, then DVisions and the client must agree a revised cost and schedule of work. Failure to agree on a revised schedule will result in either a) DVisions completing the work as specified in the original proposal document or specification, or b) all work on that particular task or project to any revised specification being terminated once the time equating to the fixed price is reached, regardless of the state of completion. In this circumstance it will be at the sole discretion of DVisions as to which of these options will apply.

4.6. Orders placed through any DVisions website, whether payment is made at the time of order or not, are subject to confirmation of acceptance by Dvisions. Up to the point of acceptance by Dvisions, orders placed online through our online ordering facility should not be interpreted as contractually binding on either party. Automated system acknowledgements of receipt of the order, or receipt of payment, do not constitute acceptance of the order by Dvisions.

4.6.1 Once an order placed online through a DVisions website is accepted by Dvisions, it shall be deemed a fixed price contract, and subject to all the relevant conditions relating to fixed price contracts in these terms and conditions.

4.7. Where a delivery time is stated in any quotation, proposal, letter of offer, order confirmation, e-mail, verbally or through any other form of communication, the delivery time shall be considered purely as an estimate based on the information available at the time, and shall not be binding nor construed as a term of the contract unless specifically agreed in writing by DVisions.

4.7.1. Where a delivery time is accepted by DVisions as a term of the contract, the client is under an obligation to provide all materials and information required for the completion of the task or project at the time required by DVisions to meet the delivery time. If the client fails to provide said materials or information at the appropriate time, the quoted delivery time will cease to form part of the contract terms.

4.A. Hosting and maintenance contracts:

The nature and scope of the hosting service to be provided is set out in our rate card and or hosting fact sheets and is subject to change without prior notice by DVisions.

4.A.1 DVisions and its hosting provider[s] take all reasonable steps to ensure the security of the servers, software, and infrastructure hosting client websites, but final responsibility for the security of any website hosted on DVisions managed servers rests entirely with the client, and DVisions accepts no responsibility for loss or damage of data or any consequential loss arising from unauthorised access to any client website however such access may occur.

4.A.1.1. The client warrants that they indemnify DVisions and its hosting provider entirely against any claim of loss of data or any other loss arising from a breach of the client's website security and accept full responsibility and liability for any claim for loss of data or any other damage incurred by the client, or any other client, or any other 3rd party arising from the client's failure to meet their fundamental responsibility for the security of their website.

4.A.1.2 In the event of a breach of security of any client website, DVisions and its hosting provider[s] reserve the right to take any necessary actions to mitigate any breach to protect the website being breached or any other websites on the same or other servers, including but not limited to the removal of all or any computer files, removing or or restricting access to server resources or any other service and shall not be liable for any loss of any type arising from such actions.

4.A.2. Where a maintenance agreement is established between DVisions and the client, the scope of this shall be as contained in the standard schedule or as set out in a separate letter or email.

4.A.2.1 In the event of DVisions or its hosting provider having to carry out emergency remedial work under clause 4.A.1.2 to protect the client's website or other websites arising from a security breach, or to apply urgent patches, upgrades or carry out any other form of maintenance on client's websites to ensure the security of the server, its infrastructure, its software, or other clients' websites, DVisions will charge the client for the time incurred at the Technician fee rate unless the work falls within the scope of an existing maintenance agreement.

5. Expenses:

5.1. General expenses: Fees do not cover the cost of travelling, accommodation, or any other expenses that may be incurred in connection with the client’s business or the execution of assignments or projects. Expenses incurred are charged at cost and will be shown separately from fees, and payment is due within 14 days as per clause 7. General expenses will only be charged if stated in the schedule.

5.2. Advertising and paid inclusion expenditure: For advertising and paid inclusion including pay-per-click advertising an established payment method must be provided in advance of any campaign commencing. This may be the pre-payment of any agreed budget, or the provision of valid credit card or debit card details that will be used for the direct settlement of any advertising costs. Where credit card or debit card details are supplied the client is deemed to have provided full authority to use the card for the direct settlement of advertising expenditure.

5.3. All other expenses and disbursements made on the client’s behalf shall be paid in advance of incurring the cost.

6. Interest on disbursement deposits: For the purposes of accounting, disbursement deposits are considered payments on account, and are not held in separate escrow or client accounts. DVisions does not pay interest on deposit balances held.

7. Settlement Terms:

7.1. Except for orders placed online through the DVisions online ordering facilities, which are covered under clause 7.5., designated project fees are due immediately upon receipt of invoice. In the event that invoices are not settled within fourteen days, interest on the outstanding amount may be charged at the statutory rate.

7.2. Special extended payment terms may be offered and these will be shown in the Payment Schedule of the contract schedule, proposal, or proposal letter. In the event that any payment installment is not made at the agreed time, the full outstanding balance will become immediately due. In the event that the full outstanding balance is not settled within fourteen days of the due date of the missed payment, interest on the outstanding amount may be charged at the statutory rate

7.3. DVisions reserves the absolute right to cancel or suspend this contract, any other contracts between DVisions and the client, or any contracts arranged between DVisions and any external service provider on behalf of the client, should the client fail to adhere to these settlement terms.

7.4. DVisions reserves the absolute right to suspend public or private access to any collateral delivered under the project should the client fail to adhere to these settlement terms. This includes but is not limited to web hosting services, web sites, e-mail facilities, online advertising, online reporting systems, and affiliate management programs.

7.5. Where an order is placed online through a DVisions website, payment must be made in full at the time of order. If the order is cancelled by the client prior to delivery of the service ordered, or is not accepted by Dvisions, the payment will be refunded in full through the payment means used at the time of order, within two working days of receipt of the cancellation. It should be noted that due to bank and card handling procedures, such refunds may not be immediately credited to the card account, and that DVisions cannot be held liable for any such delays.

8. External Service Providers: No external work will be commissioned without the client’s prior approval, except in the instance of the drawing in of relevant specialist skills necessary for the proper execution or completion of an agreed task

9. Contract Extension: A project or maintenance contract that is extended by virtue of additional client instructions shall be deemed to include all terms and conditions of this agreement unless otherwise agreed in writing by both parties, but may be considered a separate project for purposes of quantifying the project or contract scope and deliverables, and for the purposes of fees, expenses and payment schedules.

10. Cancellation by the client:

10.1. Designated projects: This agreement may be terminated by the client before the completion of any project without penalty. In such case cancellation must be made by giving a termination notice in writing. In the event of cancellation, the client will be invoiced for all completed but previously un-invoiced work and any expenses incurred. The client will also become immediately liable for the costs of any work commissioned by DVisions from any external service providers in relation to the contract. These amounts will become immediately due, and settlement subject to the terms of clause 7 above. All completed material and work in progress will be returned to the client or their agents upon cleared payment of all outstanding fees and expenses.

10.2. Maintenance, service and support, and retainer contracts may be terminated by the client at any time without penalty. Cancellation must be made by giving a termination notice in writing. In the event of cancellation, the client will be invoiced for all completed but previously un-invoiced work and any expenses incurred. The client will also become immediately liable for the costs of any work commissioned by DVisions from any external service providers in relation to the contract. These amounts will become immediately due, and settlement subject to the terms of clause 7 above. If any part of the contract was paid in advance, including online through a DVisions website, then an amount equating to the outstanding period of the contract will be refunded, subject to the terms of clause 7 above.

11. Cancellation by DVisions:

11.1. Designated projects: This agreement may be terminated by DVisions before the completion of any project if the specification has been materially changed by the client in such a way as to make it impossible to complete within the estimated time and agreement cannot be reached as set out in clause 4. In such case cancellation must be made by giving a termination notice in writing. In the event of cancellation, the client will be invoiced for all completed but previously un-invoiced work and any expenses incurred. The client will also become immediately liable for the costs of any work commissioned by DVisions from any external service providers in relation to the contract. These amounts will become immediately due, and settlement subject to the terms of clause 7 above. All completed material and work in progress will be returned to the client or their agents upon cleared payment of all outstanding fees and expenses.

11.2. Maintenance and retainer contracts may be terminated by DVisions at any time without penalty. Cancellation will be made by giving a termination notice in writing. In the event of cancellation, the client will be invoiced for all completed but previously un-invoiced work and any expenses incurred. The client will also become immediately liable for the costs of any work commissioned by DVisions from any external service providers in relation to the contract. These amounts will become immediately due, and settlement subject to the terms of clause 7 above. If the contract was paid in advance, including online through a DVisions website, then an amount equating to the outstanding period of the contract will be refunded, subject to the terms of clause 7 above.

12. Ownership and Retention and Transfer of Copyright, Trademarks and Claims to Intellectual Property:

12.1 Copyright on all materials produced by DVisions on behalf of the client including but not limited to website designs, coding, scripts, logos, graphics, photographs, page copy, advertising designs, reports, and advertising copy remain the property of DVisions until all fees and expenses relating to their generation and deployment have been paid in full, at which point all rights transfer to the client.

12.2 The client warrants that it has all necessary copyright permissions to use, reuse and publish any material provided to DVisions for use in relation to any work undertaken, and fully indemnifies DVisions and any external service providers against all claims, costs or consequential loss in the event of any dispute relating to the ownership or right to use any copyrighted material provided by the client.

12.3 The client warrants that it has the lawful right to assert ownership or the rights to use intellectual property of any form including but not limited to Licenses, Trademarks and Patents, and fully indemnifies DVisions and any external service providers against all claims, costs or consequential loss in the event of any dispute relating to any such assertion.

13. Retention of Title: Title in any goods or equipment supplied remains with DVisions until all invoices have been paid in full, and DVisions reserve the right to take any steps, including but not limited to entry into the client’s or any other premises for the recovery of any such goods or equipment, as allowable under the law.

14. Limitation of Liability and Disclaimer: The aggregate liability for any damages, being losses or damages, interest and costs, in connection with the contract, its subject matter, or any report prepared relating to it, will be limited to the amount of fees incurred in the preceding six months, and paid for in full at the time of the event giving rise to a claim. This limitation of liability encompasses, but not exclusively, any breach of contract, statutory duty, tort (including negligence) or any other act or omission. DVisions, its employees, or any external service provider commissioned by DVisions on behalf of the client will not be held responsible for any claim arising from any intentional or unintentional misrepresentation of any fact, fraud or wilful default by any officer, employee or agent of the client, nor any external advisor to the client.

15. Jurisdiction: These Terms and Conditions shall be interpreted according to the laws of England and in the event of dispute all parties agree to submit irrevocably to the jurisdiction of the English courts.