Treehouse Web Design 

Terms and Conditions

Treehouse Web Design Project Terms and Conditions

1. Interpretations

1.1 Definitions

In these Terms and Conditions:

• "Customer" means the person or company who purchases Services from Treehouse Web Design.

• "Materials" means all content provided by the Customer to Treehouse Web Design for inclusion in the Site.

• "Site" means the website designed and developed by Treehouse Web Design for the Customer.

• "Services" means the services provided by Treehouse Web Design as specified in the Contract.

• "Contract" means the agreement between Treehouse Web Design and the Customer for the supply of Services, incorporating these Terms and Conditions and the Proposal.

1.2 Construction

In these Terms and Conditions, the following rules apply:

• A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

• A reference to a party includes its personal representatives, successors, or permitted assigns.

• A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

• Any phrase introduced by the terms including, include, in particular, or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

• A reference to writing or written includes faxes and e-mails.

2. Basis of Contract

2.1 Contract Formation

The order constitutes an offer by the Customer to purchase Services in accordance with these Terms and Conditions. The order shall only be deemed to be accepted when Treehouse Web Design issues written acceptance of the order at which point and on which date the Contract shall come into existence (Commencement Date).

2.2 Entire Agreement

The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, or representation made or given by or on behalf of Treehouse Web Design which is not set out in the Contract.

2.3 Terms and Conditions

These Terms and Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing.

3. Supply of Services

3.1 Obligations of Treehouse Web Design

Treehouse Web Design shall supply the Services to the Customer in accordance with the Proposal in all material respects.

3.2 Time for Services

Treehouse Web Design shall use all reasonable endeavours to meet any performance dates specified in the Proposal, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

3.3 Modification of Services

Treehouse Web Design reserves the right to amend the Proposal if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services.

4. Customer's Obligations

4.1 Provision of Materials

The Customer shall: (a) Ensure that the terms of the order and any information it provides in the Proposal are complete and accurate. (b) Co-operate with Treehouse Web Design in all matters relating to the Services. (c) Provide Treehouse Web Design with such information and materials as Treehouse Web Design may reasonably require to supply the Services, and ensure that such information is accurate in all material respects.

4.2 Access to Premises

The Customer shall: (a) Provide Treehouse Web Design, its employees, agents, consultants, and subcontractors, with access to the Customer's premises, office accommodation, and other facilities as reasonably required by Treehouse Web Design. (b) Prepare the Customer's premises for the supply of the Services.

4.3 Necessary Licenses and Consents

The Customer shall: (a) Obtain and maintain all necessary licenses, permissions, and consents which may be required before the date on which the Services are to start.

4.4 Default of Customer

If Treehouse Web Design's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default): (a) Treehouse Web Design shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays Treehouse Web Design's performance of any of its obligations. (b) Treehouse Web Design shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Treehouse Web Design's failure or delay to perform any of its obligations as set out in this clause 4.4.

5. Charges and Payment

5.1 Charges

The charges for Services shall be as set out in the Proposal. Treehouse Web Design shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom Treehouse Web Design engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence, and any associated expenses, and for the cost of services provided by third parties and required by Treehouse Web Design for the performance of the Services, and for the cost of any materials.

5.2 Payment Terms

The Customer shall pay each invoice submitted by Treehouse Web Design: (a) Within 30 days of the date of the invoice. (b) In full and in cleared funds to a bank account nominated in writing by Treehouse Web Design, and (c) Time for payment shall be of the essence of the Contract.

5.3 Late Payment

All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value-added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by Treehouse Web Design to the Customer, the Customer shall, on receipt of a valid VAT invoice from Treehouse Web Design, pay to Treehouse Web Design such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

6. Intellectual Property Rights

6.1 Ownership of IPR

All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by Treehouse Web Design.

6.2 License of IPR

Treehouse Web Design grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual, and irrevocable license to copy the Deliverables (excluding materials provided by the Customer) for the purpose of receiving and using the Services and the Deliverables in its business.

6.3 Customer's License

The Customer grants Treehouse Web Design a fully paid-up, non-exclusive, royalty-free, non-transferable license to copy and modify any materials provided by the Customer to Treehouse Web Design for the term of the Contract for the purpose of providing the Services to the Customer.

7. Data Protection

7.1 Compliance with Data Protection Laws

Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 7 is in addition to, and does not relieve, remove, or replace, a party's obligations under the Data Protection Legislation. In this clause 7, Data Protection Legislation means all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

7.2 Data Controller and Processor

The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the data controller and Treehouse Web Design is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).

8. Limitation of Liability

8.1 Liability Cap

Nothing in these Terms and Conditions shall limit or exclude Treehouse Web Design's liability for: (a) Death or personal injury caused by its negligence, or the negligence of its employees, agents, or subcontractors. (b) Fraud or fraudulent misrepresentation.

8.2 Exclusion of Liability

Subject to clause 8.1: (a) Treehouse Web Design shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract. (b) Treehouse Web Design's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the amount specified in the Contract.

9. Site Content

9.1 Responsibility for Materials

The Customer shall be fully responsible for the Materials provided for the Site. Treehouse Web Design is not responsible for proofreading the Materials unless specifically agreed upon in writing.

9.2 Format and Quantity of Materials

Unless otherwise agreed in writing, Treehouse Web Design will only accept Materials provided in digital format and only up to the quantity limit specified in the Contract. Materials which do not match the Site Specification may be rejected by Treehouse Web Design or incur further costs.

9.3 Use of Existing Site Content

If the Services Specification includes the transfer of existing content from the Customer's current website to the Site, Treehouse Web Design shall utilize existing Site content included with the Materials (if any) so far as possible. Treehouse Web Design does not, however, guarantee complete transfer of existing content and, unless specified in the Contract, has no obligation to improve the content provided.

9.4 Compliance with Laws and Third-Party Rights

The Customer shall ensure that the Materials do not infringe any applicable laws, regulations, or third-party rights (including material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred or acts of terrorism, menacing, blasphemous, or in breach of any third-party Intellectual Property Rights) (Inappropriate Content).

9.5 Content Control and Removal

Treehouse Web Design shall include only the Materials on the Site. The Customer acknowledges that Treehouse Web Design has no control over any content placed on the Site by visitors and does not purport to monitor the content of the Site. Treehouse Web Design reserves the right to remove content from the Site where it reasonably suspects such content is Inappropriate Content. Treehouse Web Design shall notify the Customer promptly if it becomes aware of any allegation that any content on the Site may be Inappropriate Content.

9.6 Indemnity for Inappropriate Content

The Customer shall indemnify Treehouse Web Design against all damages, losses, and expenses arising as a result of any action or claim that the Materials constitute Inappropriate Content.

9.7 Design Attribution

Treehouse Web Design may include the statement “Designed by Treehouse Web Design” on the home page of the Site in a form to be agreed.

10. Site Maintenance

10.1 Minor Site Maintenance

Treehouse Web Design shall provide minor Site maintenance for the first two months after the Site goes live, up to an average of 30 minutes per month, including updating lines and making minor amendments to sentences and/or paragraphs (Site Maintenance Plan). Treehouse Web Design’s obligations under the Site Maintenance Plan do not extend to updating substantial text on the page, major page reconstruction, new pages, guest books, discussion webs, navigation structure changes, attempted updates by Customer repairs, or web design projects delivered to the Customer via diskette.

10.2 Commencement of Maintenance Period

The period of two months begins on the date the Site has been published on the Customer’s hosting service. If the Services Specification includes database access using Server Side Script, then very minor page code changes will be accepted under the Site Maintenance Plan. Major page code and/or database structural changes will be charged at current hourly rates.

11. Termination

11.1 Notice of Termination

Without limiting its other rights or remedies, either party may terminate the Contract by giving the other party not less than 30 days written notice.

11.2 Termination for Non-Payment

Without limiting its other rights or remedies, Treehouse Web Design may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.

11.3 Termination for Insolvency or Other Specified Events

Without limiting its other rights or remedies, Treehouse Web Design may terminate the Contract with immediate effect by giving written notice to the Customer if: (a) The Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due, or admits inability to pay its debts, or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply; (b) The Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors; (c) (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer, other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer; (d) (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given, or if an administrator is appointed over the Customer; (e) (being a company) the holder of a qualifying floating charge over the Customer’s assets has become entitled to appoint or has appointed an administrative receiver; (f) A person becomes entitled to appoint a receiver over the Customer’s assets or a receiver is appointed over the Customer’s assets; (g) (being an individual) the Customer is the subject of a bankruptcy petition or order; (h) A creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration, or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; (i) Any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11.3(a) to clause 11.3(f) (inclusive); (j) The Customer suspends, threatens to suspend, ceases, or threatens to cease to carry on all or a substantial part of its business; (k) The Customer’s financial position deteriorates to such an extent that in Treehouse Web Design’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and (l) (being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation. (m) Any warranty given by the other party in clause 9 of this agreement is found to be untrue or misleading.

11.4 Termination of Licenses

On termination of the Contract by Treehouse Web Design pursuant to this clause 11, all licenses granted by Treehouse Web Design under this agreement shall terminate immediately.

11.5 Return of Materials

On expiry or termination of this agreement, other than on termination by Treehouse Web Design pursuant to clause 11.3, Treehouse Web Design shall promptly return all Materials to the Customer and shall provide the Customer with an electronic copy of the Site (including all content on the Site).

11.6 Payments and Rights After Termination

On termination of the Contract for any reason: (a) The Customer shall immediately pay to Treehouse Web Design all of Treehouse Web Design’s outstanding unpaid invoices and interest and, in respect of services supplied but for which no invoice has yet been submitted, Treehouse Web Design shall submit an invoice, which shall be payable by the Customer within 10 working days of receipt; (b) The accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and (c) Clauses which expressly or by implication have effect after termination shall continue in full force and effect.

12. Confidentiality

A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes, or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents, or subcontractors, and any other confidential information concerning the disclosing party’s business, its products, and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents, and subcontractors who need to know it for the purpose of discharging the receiving party’s obligations under the Contract and shall ensure that such employees, agents, and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority, or by a court of competent jurisdiction. This clause shall survive termination of the Contract.

13. Force Majeure

13.1

Treehouse Web Design shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event. If the Force Majeure Event prevents Treehouse Web Design from providing any of the Services and/or Goods for more than four weeks, Treehouse Web Design shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.

14. Compliance with UK and EU Law

14.1

Customers shall comply with all applicable laws, statutes, regulations, and codes from time to time in force in relation to any of its obligations under the Contract. This includes, but is not limited to, compliance with the UK's Data Protection Act 2018 and the EU's General Data Protection Regulation (GDPR) concerning the protection and processing of personal data.

15. SEO Terms and Conditions

15.1 Monthly Retainer and Services

Treehouse Web Design provides Search Engine Optimization (SEO) services as a monthly retainer. The specifics of the services to be provided, including deliverables and performance targets, will be outlined in a separate SEO Proposal document.

15.2 Reporting and Targets

SEO is a long-term strategy and results can vary based on numerous factors including market conditions and competitor actions. Treehouse Web Design will provide monthly reports on the progress of the SEO campaign. Performance targets are indicative and not guaranteed.

15.3 Customer Responsibilities

For SEO services, the Customer agrees to provide Treehouse Web Design with the necessary access to the website, including CMS logins, FTP access, and access to Google Analytics and Google Search Console accounts.

15.4 Content and Keyword Approval

Treehouse Web Design will collaborate with the Customer to identify appropriate keywords and content strategies. Final approval for all content, including keywords, lies with the Customer.

15.5 Compliance with Search Engine Guidelines

Treehouse Web Design will adhere to the best practices as outlined by major search engines including Google, Bing, and Yahoo. The Customer agrees not to engage in any practices that violate these guidelines and may adversely affect the SEO campaign.

15.6 Indemnity

The Customer agrees to indemnify and hold Treehouse Web Design harmless from any claims, damages, or expenses arising from the Customer’s failure to comply with search engine guidelines or any laws and regulations relevant to the SEO services.

15.7 Termination

Either party may terminate the SEO services with a 30-day written notice. In case of termination, Treehouse Web Design will provide a final report and recommendations for maintaining SEO efforts post-termination.

By using Treehouse Web Design's services, the Customer agrees to these Terms and Conditions. If you have any questions or need further clarification, please contact us at info@treehousewebdesign.com.