Terms of Service
Updated 3rd Jan 2023
This Agreement is entered into electronically between:
Provider: Code & Wander Ltd, 18 Finsbury Square, London, EC2A 1AH
Client: The entity or individual who agrees to these terms by subscribing to our plans.
Acceptance: By continuous use of our services, the Client acknowledges and agrees to the terms and conditions set forth herein.
This Agreement outlines the terms under which the Provider offers Webflow design and development subscription services to the Client.
2. Services Offered
2.1 Essential Plan
Includes small design tasks, such as tweaking the homepage's hero section, revising the footer layout, or optimising mobile responsiveness for a single section. Adds two experts to the client's team: a Webflow Developer and a Designer.
2.2 Plus Plan
2.3 Growth Plan
Encompasses any design tasks and Webflow development tasks, full SEO audit. Adds five experts to the team: a Full-Stack Developer, a Webflow Developer, a Designer, an SEO Specialist, and a Product Manager.
3. Task Management and Execution
3.1 Task Submission
The Client is entitled to submit tasks through ClickUp. Each task will be handled in a sequential manner, ensuring focused and dedicated attention to one task at a time.
3.2 Completion Timeline
The average time for completing a task, once initiated, is approximately three days. This timeframe is an estimate and may vary based on the complexity and requirements of each task.
3.3 Communication of Delays
In instances where a task is anticipated to require more time than the average duration, the Client will be promptly notified of the extended timeline via Slack.
3.4 Plan-Specific Task Handling
- For the Essential and Plus plans, only the tasks explicitly requested by the Client will be undertaken.
- For the Growth plan, the Provider will proactively contribute suggestions for website improvements, independent of specific task requests from the Client. This is to ensure ongoing enhancement and optimisation of the Client's website even with minimum contribution from the Client.
4. Hours of operation
Our standard operating hours are Monday to Friday, 10AM to 6PM GMT.
While the subscription is active, all formal communications between the Provider and the Client regarding the services provided under this Agreement shall be conducted exclusively through Slack. This includes, but is not limited to, task submissions, status updates, feedback, and general inquiries related to the services. Both parties agree to maintain active participation on the designated Slack channel to ensure efficient and effective communication.
6. Hosting Responsibility
The Client acknowledges and agrees that the Provider is not responsible for any aspects of website hosting. This includes, but is not limited to, hosting uptime, server reliability, data storage, and security. Any issues, disputes, or liabilities arising from hosting services shall be the sole responsibility of the third-party hosting provider. The Provider's role is confined to Webflow design and development services as outlined in this Agreement, and does not extend to hosting service management or issue resolution.
7. Subscription Period
7.1 Nature of Subscription
The subscription is based on a monthly rolling format, with automatic renewal at the end of each month.
7.2 Modification of Subscription
The Client may change, pause, or cancel their subscription using the customer portal provided by Stripe.
7.3 Effectiveness of Changes
Any changes to the subscription, including pausing or cancellation, will become effective at the end of the current billing cycle. This ensures a seamless transition and adequate time for any administrative adjustments.
8. Fees and Payment
8.1 Subscription Fees
The Client agrees to pay the subscription fees as per their selected plan. The fees for each plan are as follows:
- Essential Plan: £999/month
- Plus Plan: £2,600/month
- Growth Plan: £5,900/month
8.2 Payment Method and Timing
Payment is collected via Stripe at the start of each subscription period.
8.3 Service Continuity
Ongoing payment ensures uninterrupted access to the Provider's expertise. The value of the service is not measured by the quantity of tasks or the time spent on these tasks.
8.4 Non-Payment Consequences
In the event of payment decline, the provided services will cease immediately.
8.5 VAT Applicability
All prices are exclusive of VAT. VAT will be applied only to companies based in the United Kingdom.
9. Cancellation and Refund
9.1 Cancellation Process
The Client may cancel their subscription at any time. The cancellation will take effect at the end of the current billing period, allowing for a smooth transition.
9.2 Refund Policy
The Provider does not offer refunds for services already rendered under the subscription agreement.
9.3 Post-Cancellation Liability
After the cancellation of the subscription, the Provider is not responsible for any defects, bugs, or issues that may arise or become apparent in the Client's website or related services.
10. Intellectual Property
10.1 Client's Ownership Rights
The Client retains the copyright to all materials specifically designed for them by the Provider, except where the design incorporates third-party media assets (such as images, videos, fonts, audio, text, and other media from image libraries). In such cases, the Client owns the copyright for all original elements created by the Provider and obtains a license to use the incorporated third-party media assets.
10.2 Client's Representations
The Client assures that they hold ownership or have obtained licenses for all text, images, fonts, videos, sound files, and other media assets supplied to the Provider for the purpose of the task.
10.3 Software Ownership
The Client will own all software elements included in the Website, encompassing both the source code and the database structure.
11.1 Obligation of Confidentiality
The Provider agrees to maintain the confidentiality of all information related to the Client's business and activities, including Intellectual Property, obtained under this Agreement. This Confidential Information shall not be disclosed or used (directly or indirectly) for any purpose other than the services provided, unless expressly authorised in writing by the Client.
11.2 Exclusions from Confidentiality
Information is not considered confidential if it (i) is already known to the Provider without confidentiality restrictions, (ii) is obtained from an independent third party without breach of this Agreement, (iii) becomes publicly available through no fault of the Provider, or (iv) is independently developed without reference to the Confidential Information.
11.3 Employee Awareness and Compliance
Both parties shall ensure that their employees who may access Confidential Information understand and comply with these confidentiality obligations. Each party agrees to take all reasonable steps to ensure compliance with these terms.
12. Marketing Use
12.1 Usage Rights
The Provider reserves the right to use any work created for the Client as part of the services rendered under this Agreement for marketing and promotional purposes.
12.2 Platforms of Use
Such use may include displaying the work on the Provider's website, social media channels, and other marketing materials.
12.3 Scope of Use
The Provider will ensure that any such usage respects the integrity of the Client's brand and is in line with the professional representation of both parties.
13. Exclusion of Liability and Indemnity
13.1 Limitation of Liability
We are not liable for any indirect or consequential loss, loss of profits, revenue, data, or goodwill arising in connection with this Agreement. We expect that you are better positioned to foresee and estimate any potential losses, and it is advised that you obtain suitable insurance for such risks.
13.2 Virus Liability
We are not liable for viruses uploaded by third parties, your employees, or agents. You are responsible for virus-checking material accessed through the Web.
13.3 Third-Party Software and Services
We are not liable for failures caused by third-party software or services, including but not limited to browser technology changes, legislation, social media integration, or APIs.
13.4 Cap on Liability
Our maximum liability to you under this Agreement shall not exceed the total amount paid by you to us in the six (6) months preceding the claim.
You agree to indemnify and hold us harmless from claims arising from your breach of this Agreement.
14. Force Majeure
Neither party shall be liable for any loss suffered by the other, or be deemed to be in default, for any delays or failures in performing its obligations as set out under this Agreement, where such delays or failures result from acts or causes beyond its reasonable control. Examples of such acts include; acts or regulations of any governmental or supra-national authority, war or national emergency, accident, fire, riots, strikes, lock-outs, labour troubles, illness, labour or transportation difficulties, inability to obtain export or import licences, failure or fluctuation of electric power, air conditioning or humidity control.
15. Dispute Resolution
15.1 Dispute Resolution
In the event of any disputes arising from or in connection with this Agreement, both parties agree to seek resolution through direct negotiation. If such disputes cannot be resolved amicably, they shall be subject to the exclusive jurisdiction of the courts of England and Wales.
15.2 Compliance with Laws
Both the Provider and the Client agree to comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and corruption under the Bribery Act 2010 and shall ensure that they have in place adequate procedures to prevent any such breaches.
16. Entire Agreement
16.1 Precedence of Agreement
This Agreement supersedes all prior agreements, negotiations, representations, or promises, whether written or oral, except where made fraudulently. It overrides and excludes any other terms and conditions stipulated or referred to by the Client, including those in the Client's documentation, unless explicitly agreed otherwise in writing.
16.2 Overriding Client's Standard Terms
In all instances, the terms of this Agreement shall take precedence over the Client's standard terms of contract, unless an alternative agreement is made in writing between both parties.
17. Updates to our Terms
We reserve the right to modify our Service and policies. Correspondingly, it may become necessary to amend this Agreement to accurately represent our Service and policies. We will provide you with prior notification of any such changes, through our Service or other communication channels. This notification will offer you the opportunity to review the amended Agreement before they become effective. Your continued use of the Service after such changes will constitute your acceptance of the updated Agreement. If you do not agree to the updated Agreement, you have the option to cancel your subscription.
18. Governing Law
This Agreement will be construed in accordance with and governed by the laws of England and Wales and each party agrees to submit to the non-exclusive jurisdiction of the courts of England and Wales.
By continuing use of our services you are accepting the above terms.