TOAST & MARKETING TERMS AND CONDITIONS
The following Toast & Marketing Terms and Conditions apply to all Services provided by Toast & Marketing to the Client.
1.1 This Agreement is between Toast & Marketing and the Client, collectively, the “Parties” and each, a “Party”.
1.2 Toast & Marketing is a provider of website design and marketing services, collectively, the “Services”, where the Client wishes to engage Toast & Marketing to provide these Services, as set out in the quotation document, on the terms and conditions of this Agreement.
1.3 This Agreement forms a binding contract between Toast & Marketing and the Client in respect of the Services.
1.4 This Agreement will only come into effect upon each of the Parties agreeing to the quotation document.
1.5 Once the quotation document has been accepted, the Client will be deemed to have read and accepted these Terms and Conditions in full.
2.1 In consideration of the payment of (the) fee(s), Toast & Marketing shall use reasonable endeavours to provide the Services specified in the quotation document.
2.2 Website Design & Build Services
2.2.1 During the project, Toast & Marketing may require the Client to provide website pages content, including text, images, logos and any other content deemed necessary. Toast & Marketing cannot be held responsible for the editing of this content (unless otherwise agreed by both parties in writing).
2.2.2 Toast & Marketing will inform the Client prior, and during, the website build phase, how delivery of content can best be received and in which format.
2.2.3 Images and other files should be delivered by email or via Dropbox, but other online file transfer services will also be considered.
2.2.4 The number of pages included in a Client’s website build & development will be stipulated in the quotation document. Any further pages or work requested by the Client, will incur an additional charge.
2.2.5 Toast & Marketing may purchase domain names and hosting packages on behalf of the Client. Renewal payments of these domain names and hosting packages are the sole responsibility of the Client. The Client agrees that any loss, cancellation or otherwise, brought about by non-or late payment is not the responsibility of Toast & Marketing.
2.2.6 A Client’s website will, generally, be installed on a Third-Party Server, as per the quotation document. Toast & Marketing must be granted temporary access to the Client’s host directories and resources to carry out its Services. Toast & Marketing cannot take responsibility, by any means, for the Third-Party Server.
2.2.7 A website will, generally, be built in WordPress or Shopify through the use of a modern, customisable, flexible theme, one chosen that is deemed most appropriate for a Client’s website, and agreed by both Parties.
2.2.8 Upon completion of a website design and build project the Services provided by Toast & Marketing will be deemed to have been accepted and approved, unless otherwise stated by the Client, when the website goes live. After this time, any additional amends will be chargeable.
2.2.9 Toast & Marketing will make every effort to ensure websites are developed to be compatible with most web browsers. The Client agrees that Toast & Marketing cannot guarantee correct functionality with all browser software across every operating system. The Client also agrees that Toast & Marketing cannot accept responsibility for web pages which do not display properly in new versions of web browsers, those released after the website has been designed and published live.
2.2.10 Toast & Marketing cannot accept responsibility for any alterations caused by a third party occurring to the Client’s website pages once installed.
2.2.11 The Client agrees that a small but unobtrusive link to Toast & Marketing’s website may appear at the bottom of a Client’s website. The website developed for a Client may also appear on the Toast & Marketing’s website portfolio page.
2.2.12 Toast & Marketing cannot guarantee that the functions contained within any web page, or part of a website design, will always be error free, and therefore Toast & Marketing will not be liable in any way whatsoever to the Client 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 website and any other web pages.
2.3 Website Management, Search Engine Optimisation and Social Media Management
2.3.1 Toast & Marketing will provide one or more of these Services for a contract period lasting a minimum of 3 months.
2.3.2 The Service(s) will be billed monthly and payments must be made in advance (Clause 5.3)
2.3.3 Where payment has not been received, the Service(s) will be ceased until payments have been made.
2.4 Marketing Strategy and Content Creation
2.4.1 Toast & Marketing will provide these Services on an ad-hoc basis or as part of a Website Build & Design Service, as stated in the quotation document.
2.4.2 Payments for these Services are to be made as stated in Clause 5.2.
3.0 Toast & Marketing
3.1 Toast & Marketing shall:
3.1.1 perform its Services in a professional and timely manner, and with reasonable care and skill, in accordance with the terms of this Agreement;
3.1.2 liaise regularly with the Client and report on its performance of the Services and other information to the Client via email or by phone;
3.1.3 have the right to sub-contract, sub-license or otherwise transfer certain parts of the Services to specified third parties as it deems necessary or appropriate;
3.1.4 implement any changes, where possible, as reasonably requested by the Client and agreed by Toast & Marketing in accordance with this Agreement as soon as reasonably practicable;
3.1.5 comply with all applicable laws and regulations relating to performance of the Services;
3.1.6 take reasonable steps to ensure the reliability of all its subcontractors and consultants who have access to the Client’s personal data.
4.0 The Client
4.1 The Client shall:
4.1.1 pay all fees and additional charges in accordance with this Agreement;
4.1.2 co-operate with Toast & Marketing in all matters relating to the Services;
4.1.3 ensure that Toast & Marketing has full access to any Client’s information and materials as Toast & Marketing may reasonably require in order to supply the Services;
4.1.4 promptly provide Toast & Marketing with all assistance, directions, instructions or information, as reasonably required by Toast & Marketing to perform the Services;
4.1.5 review Toast & Marketing’s work, provide feedback, and signoff approval in a timely manner.
4.1.6 comply with all applicable laws and regulations in relation to its receipt of and use of the Services.
4.2 In relation to any Materials (including, but not exclusive to, content, images, files, logos and other media) provided by the Client, the Client:
4.2.1 shall retain ownership of all Intellectual Property Rights in the Materials provided by the Client;
4.2.2 warrants that the receipt and use of these Materials in the performance of this Agreement by Toast & Marketing, its subcontractors or consultants does not, and shall not, infringe the rights, including any Intellectual Property Rights, of any third party; and
4.2.3 shall hold Toast & Marketing harmless from, and on demand indemnify Toast & Marketing and keep Toast & Marketing indemnified in full from and against, all costs, expenses, damages and losses, including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by Toast & Marketing, and any sums agreed to in settlement, as a result of, or in connection with, any claim brought against Toast & Marketing, its subcontractors or consultants, for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with, Toast & Marketing’s receipt or use of the Materials provided by the Client in accordance with this Agreement.
5.0 Payments & Fees
5.1 Charges for the services provided by Toast & Marketing will be clearly defined in the quotation document.
5.2 All one-off project fees require a minimum payment of 50% of the fee quoted in the quotation document before any work is carried out. The remaining balance is due on completion of the project, either prior to a website going live, or prior to the release of any marketing materials.
5.3 All on-going project fees shall be paid to Toast & Marketing monthly in advance (unless otherwise agreed by the Parties in writing).
5.4 Toast & Marketing will send invoices by email and payments to Toast & Marketing shall be made by bank transfer. Invoices are due upon receipt or by the terms as stated on the invoice.
5.5 Accounts unpaid thirty (30) days after the date of the final invoice will be considered in default. After this date, Toast & Marketing can, at its discretion, remove all website materials from its web space.
5.6 Clients with accounts in default agree to pay Toast & Marketing reasonable expenses, including legal fees and costs for collection by third-party agencies, incurred by Toast & Marketing in enforcing these Terms and Conditions.
6.0 Termination of Services
6.1 Termination of services by the Client must be requested by written notice and will be effective on receipt of such notice. The Client will be invoiced for any work completed, to the date of the first notice of cancellation, for payment in full within thirty (30) days.
6.2 Without affecting any other right or remedy available to it, Toast & Marketing may terminate this Agreement with immediate effect by giving written notice to the Client if:
6.2.1 the Client fails to pay any amount due under the Agreement on the due date for payment; or
6.2.2 there is a change of Control of the Client.
7.1 All Services by Toast & Marketing may be used for lawful purposes only. The Client agrees to indemnify and hold Toast & Marketing harmless from any claims resulting from a Client’s use of a Toast & Marketing Service that damages the Client or any other party.
8.1 Toast & Marketing hereby excludes itself, its subcontractors and consultants from all and any liability from:
8.1.1 loss or damage caused by any inaccuracy;
8.1.2 loss or damage caused by omission;
8.1.3 loss or damage caused by delay or error, whether the result of negligence or other causes;
8.1.4 loss or damage to any Material supplied by the Client.
8.2 The liability of Toast & Marketing to the Client in respect of any claim whatsoever, or breach of this Agreement, shall be limited to the charges paid for the Services under this Agreement, irrespective of which breach has arisen.
9.1 This Agreement shall be governed by the laws of England and Wales whose courts shall have exclusive jurisdiction in the event of a failure to resolve any dispute (including non-contractual disputes) arising between the Parties.
9.2 The Parties may propose changes to the fees and payments, and add, remove or make changes to the Services, from time to time during the (contractual) term as stated in the quotation document.
9.3 A person who is not a Party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.