Definitions

The Terms in the following table are defined as having the meaning indicated in the Definition column.

Vizulite is a service offered by VDL and by creating a Subscription to the Service via the Website the Client is agreeing to these Terms and Conditions.

Service

The Service provides a website, hosting and support for the Client. The Service offers several website designs that can be configured according to the Client’s requirements and the selected service Package.

On decision to proceed the Client uses the Website to select the Package appropriate to their needs and creates the Subscription. At this point, the first payment is taken using the Payment Card provided during Checkout. Onboarding starts immediately following the first payment and VDL staff will contact the Client to start the Onboarding process, during which the Client will provide the information required to populate their website (copy, logos, specific images etc.). VDL will populate the website with the content and supply any stock images and other general content (e.g. privacy notice). VDL will deploy the website on their servers, map the domain and create the initial SEO settings, prior to the website Go Live. The Client will receive an email prior to the website Go Live requesting they signify their acceptance. Withholding or delaying acceptance will not change the date of the next Subscription payment.

Fees

In the first year the Setup Fee is spread over the 12 months and combined with the monthly Subscription Fee. The first Subscription Fee payment is taken when the Subscription is created and subsequent payments are taken each calendar month thereafter.   After 12 payments the monthly payment will be automatically reduced to reflect the Subscription Fee.

By paying the Setup Fee in advance the Client can save 15% of the first year’s fees. In this case the Setup Fee is invoiced separately after the Subscription is created and the first Subscription payment is taken. Subsequent Subscription payments will be taken each calendar month thereafter.

The details of the fees are set out on the Website and may be revised by VDL no more than once in any calendar year commencing January.

Payments

Payment must be made using a Payment Card. The first payment is made via Checkout and processed using Zoho Billing, which is provided by the Zoho Corporation and is PCI/DSS compliant.  VDL does not store, transmit or have access to Payment Card details and staff can only see the last four digit of the Payment Card and its expiry date.

Encrypted Payment Card details are retained within the Zoho Billing to facilitate ongoing subscription payments.

The first payment will be taken when the Client creates the Subscription by agreeing to these terms and Conditions and clicking the button on the checkout page labelled “Subscribe”.

Subscription payments are automatically taken each calendar month on the same day of the month as the first subscription payment.  If a payment is unsuccessful, you will be notified by email and the payment will be attempted the following day, which may not be a business day. A further 2 attempts will be made to take payment before cancelling the subscription.

Successful payments automatically send an invoice to the email address entered when the subscription was created.

Payment Card and Client details can be amended via the VDL finance portal and the Client will receive a link to this when making the first payment.

The Service commences with Onboarding as that is when VDL will commence working on your website, even if you have not yet provided much of the content required to populate it. As such you will not be entitled to a refund of any fees, should you choose not to proceed with the Service.

Obligations

VDL will get the Clients website Live within one calendar month, subject to the Client providing the website content (copy, logos, specific images etc) in a timely manner (see Timescales).

The Client will provide the following information and content. VDL will provide a link to enable The Client to upload files containing the content.

• Business Name
• Business Registered number and VAT number, where applicable
• Contact details including postal address, telephone number and email address.
• Business logo in a high resolution format (accepted file formats are: jpg, png, eps, psd, ai, pdf).
• Any business terms and conditions to be shown on the website in a suitable format (e.g. a Word Document).
• All copy (text content) to be included on the site about the business and its products or services in a suitable format (e.g. a Word Document).
• Any specific images that are to be displayed on the site, in a high resolution format (accepted file formats are: jpg, png, eps, psd, ai, pdf)
• Details of the domains DNS (Domain Name Servers – normally where it is registered).

The Client warrants that they have the right to use any images, artwork or others content provided by them.  The Client agrees to hold VDL harmless against any losses, damages or liabilities we incur if the Client fails to get the permissions or licences to use content provided to VDL and subsequently added to the website.

VDL will not upload any images or content that it deems to be obscene, defamatory or otherwise unlawful.

The Client will make reasonable endeavours to ensure that a valid payment card is maintained via the VDL finance portal.

Support

Hosting of your website on our servers is included in the Subscription and this includes regular framework and security updates to ensure the website performs efficiently and securely.

The amount of additional support provided varies according to the Package selected. Each Package allows up to a specified number of hours support that can be used for a wide range of requests, such as questions relating to the website (“How do I…”) or requests to add content to the website.  No carry-over of unused support allowance from one month to the next is permitted.

Support is provided by raising a support ticket and the easiest way is to email support@vizulite.com, outlining the nature of your request. This will automatically generate a ticket and acknowledge it via email.

If the Client occasionally requests support outside the support hours allocated in the selected Package then it will be charged at VDLs usual hourly rates, after first discussing it with the Client. In the event of continuous requests over the Package support hours, VDL will recommend upgrading the Client’s Package as a more cost-effective option.

The Client is able to update the website content using the supplied login credentials. These credentials allow the Client, should they choose, to edit, remove or add content to the website. Alternatively, the Client can request that VDL do this on their behalf.

VDL is responsible for the stability and security of your website and retains exclusive use of the Administrator website credentials, which allow access to settings and configuration options fundamental to the performance and security of the website and we do not allow Clients or any 3^rd parties to have Administrator access to the website.

Timescales

The one-month timescale from the start of the Onboarding Period is based on VDLs experience of delivering hundreds of websites along with their knowledge of the resources required to complete the work and the other work we have in progress.   Assumptions are made regarding the timely availability of personnel, content and other client resources. In particular, the Client agrees to provide all website content within the first 21 days of the Onboarding Period. Failure to comply with this could delay website Go Live date but will not delay the any Subscription payments.  Any significant changes within the last 5 business days of the Onboarding Period could have similar consequences.

If the Client wishes to start Onboarding at a time when, due to VDL resource restrictions, VDL would not be able to meet its obligation to meet the timescales, VDL will postpone the start date, following discussions with the Client.

Similarly, if the Client is unable to commit resource to providing the content within the timescales then they should contact VDL to discuss at the earliest opportunity, but no later than 7 days after the start of the Onboarding Period.

Requests for support will normally be investigated within 2 hours of receipt during VDL Normal Business Hours,

Tickets are evaluated in the order they are received and assigned a priority according to the nature of the request, which will also determine the resolution time.  As such VDL cannot provide resolution times in advance.

Between Christmas and New Year VDL operates on reduced staffing levels, so response time may be slower.

Term & Termination

The Subscription for the service runs for a minimum term of 12 months and will renew monthly thereafter unless cancelled by the Client or VDL.

After the 12 months from the start of the Subscription the Client can cancel the Subscription at any time via the VDL finance portal. The cancellation will take effect immediately before the next monthly subscription payment is due.

VDL will cancel the Subscription automatically if 3 successive payments attempts fail. We will attempt to contact you before cancelling the Subscription, but in the event that VDL can’t reach the Client by the last attempt to take payment VDL will withdraw the Service, which will render The Clients website offline.

If the Client contacts VDL to restart the Subscription there may be a fee to cover the restoration of the Subscription and the website.

If the Client wishes to move their website to another hosting platform or agency after the Subscription is cancelled, the Client must tell VDL at the time of cancellation or earlier, as VDL require a minimum of 30 days’ notice to package up a website for transfer. There will be a fee for migration, the details of which can be found on the Website FAQ section.

Once the Clients website has been transferred to another service provider VDL’s responsibility ends.

Notices/Communications

Both parties agree that any notices or other communication shall be delivered via email and the parties agree to provide email addresses for this purpose and to whitelist the addresses. No instructions will be taken by VDL via any other means (e.g. WhatsApp, SMS, Instant Messaging etc).

A notice or communication is deemed to have been delivered if it has been received by the recipients email server regardless of whether it has been delivered to the recipients’ inbox.

Limitation of Liability

VDL’s entire liability to the Client whether in contract, tort (including negligence) or otherwise in relation to any claim (and a series of claims arising from the same or a connected series of events shall be deemed to be a single claim) shall be limited to the net value of all paid invoices relating to the Services provided by VDL in the 12 months immediately prior to the event that gave rise to the liability. VDL will not be liable for any indirect or consequential loss of any kind.

Nothing in these Terms and Conditions excludes VDL’s liability for:

1. Death or personal injury caused by our negligence;
2. Fraud or fraudulent misrepresentation made to the Client by VDL;
3. Any other matter cannot be excluded or limited by applicable law.

Personal Data

How VDL collect and personal data is described in a separate Privacy Policy, which can be found at https://vizulite.com/privacy-policy/

Confidentiality

Confidential information is information that is confidential or proprietary that both parties become privy to during the course of the business relationship. Both parties agree to keep all confidential information in confidence and will make reasonable efforts to ensure confidential information is not disclosed or distributed by its employees or agents.

These obligations will not apply to information that is in the public domain or that is lawfully demanded from a party by the courts, a government or regulatory body with the legal power to demand the same.

These obligations do not extend to the fact that the Client has become a client of VDL and the Client agrees to permit VDL to state this on the Website.

Applicable Law

These terms and conditions above and any disputes or claims arising out of or in connection with its subject matter are governed by and construed in accordance with the law of England and Wales and the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim.