Standard Terms of Service

Our websites all have a minimum term of the contract, after which the contract becomes a monthly rolling agreement.

Microsites – 18 months

Standard Websites – 24 months

E-Commerce Websites – 36 months

Once the initial term is completed and the website is on a rolling contract, you are eligible for a redesign of your website free of charge if you renew for another minimum term. *

The build fee is payable when the contract is signed.

Monthly payments shall commence on the earlier of i) the date three months after the date of this contract or ii) the date the website goes live.

If you have agreed to pay the build fee as part of the monthly fees then the monthly fees will begin one calendar month after the contract is signed.

In consideration of the Client paying Idio as stated in 4.1, Idio hereby undertakes and warrants that it shall:

• Provide a Service to the Client, guaranteeing a website and access to their technologies and support team in order to allow the Client to manage the ongoing maintenance of their website;
• Maintain and provide a fully functional service with appropriate devotion of time and with such due skill, diligence, care and attention, so that the Client can maintain the website using their technology;
• Maintain a robust technical solution to host the shared service (CMS), providing a high level of redundancy in order to limit the possibility of technical outages caused either by hardware failures or increased levels of pressure incurred due to bandwidth or traffic considerations;
• Idio shall host all web builds and underlying data / databases within the United Kingdom (UK) and / or the European Union (EU) region, and will not transfer any data outside of this area unless permission is specifically sought from the client.
• Idio will undertake the role of processor for any data that is processed as part of the webservices delivered to the Client and will implement and manage all data in accordance with GDPR guidelines. The Client will be the Controller of data and will be responsible for making sure GDPR is being adhered to.
• Provide all reasonable technical support to the Client using their service and, in the event of any technical problem, use its best endeavours to correct such problem as soon as is practicable;
• Provide all reasonable content support to the Client using their service and use its best endeavours to help implement all reasonable content change requests as soon as is practicable. Idio reserves the right to limit content management where reasonable usage by the client regularly exceeds two hours per month, and will where the client requires this seek to implement a custom commercial arrangement to facilitate additional support time.
• Maintain appropriate security measures to protect the data collected on a website or stored in a database from access by any third parties and only to deal with such data in accordance with the policies set out and agreed with the Client;
• Maintain and comply in all material (2) respects with all applicable Data Protection registration (including without limitation the Data Protection Act 1998) and all other necessary licenses and contents in order to enter into and perform its obligations hereunder; and
• Provide a robust hosting platform that includes secure certicates.
• Idio will not take responsibility for any search engine rankings or optimisation and maintenance of existing rankings and ranking positions and will not be held responsible for the impact of any changes in rankings that occur after implementation of a web solution, unless in a situation where a specific search engine optimisation (SEO) service has been agreed separately from this agreement.
• Idio shall design, implement and test the correct functioning of the Service to the satisfaction of the Client before the launch date and shall monitor the functioning of the shared Service at intervals thereafter throughout the course of this Agreement.
• Idio will not be held liable for any changes made to the site by third parties which cause it to cease functioning as intended and reserve the right to charge a fee to the client to correct any breakages caused by the third party.
•  

• The Client will be responsible for providing content to Idio in electronic form and/or inputting content into and maintaining the website.
• The Client hereby agrees that they are wholly and exclusively responsible for the content of the site.
• The Client shall indemnify Idio against all liabilities and expenses (including reasonable legal costs) incurred by Idio in relation to a claim that the use by Idio of the content supplied by the Client knowingly infringes the intellectual property rights of any person.

• Both parties will use reasonable endeavours to ensure that the content of the website for the Client and any material relating thereto will not include any information or material that infringes the rights of any third party or which is illegal, or the accessing, holding, transmitting or supplying of which would be a criminal offence or otherwise unlawful.

• Neither party shall be liable to the other in contract, tort (including negligence) or otherwise for any special loss or indirect loss of profits, business or anticipated savings, or for any indirect or consequential loss or damage suffered by the other.
• Neither party excludes or restricts liability for death or personal injury resulting from negligence.
• Idio will not be liable for any material or financial impact on the Client’s business or sales from the implementation of a website for the Client, and will not be liable for any material changes in appearance or placement or ranking within search engine listings.

• Idio will not be considered in default or liable under this Agreement if it fails to perform any of its duties as a result of an act of God, act of government or state, civil commotion, embargo, epidemic, fire, flood, insurrection, war, disablement or disruption to the telecommunications network or any other reason beyond Idio’s control (“Force Majeure”).
• In the event of Force Majeure, Idio will use reasonable endeavours to overcome such delays.
• If the Force Majeure circumstance continues for a consecutive period of 4 weeks or more, either party may give notice to the other to forthwith terminate this Agreement.

• If any dispute arises out of this Agreement the parties will use all reasonable endeavours to settle it by mediation in accordance with the Centre for Dispute Resolution (CEDR) Model Mediation Procedure.
• To initiate mediation a party must give notice, in writing, to the other party requesting mediation. Such notice to be given in accordance with Clause 15. A copy of the notice should be sent to CEDR.

• Each party shall keep secret and treat as confidential all information obtained from the other and shall not disclose such information to any person other than its employees, agents, sub-contractors and professional advisers where such disclosure is required for the performance of the party’s obligations or any dispute arising under this Agreement. This clause shall not extend to information which was already in the lawful possession of a party prior to this Agreement which is already public knowledge or becomes so subsequently (other than as a result of a breach of this clause) or which is trivial or obvious. The obligations of confidentiality under this clause shall survive any termination of this Agreement.
• Each party agrees that it will not issue any news release or other communication about this Agreement and the Idio service without the prior approval of the other party, such approval not to be unreasonably withheld or delayed.
•  

• Either party shall be entitled to terminate this Agreement effective at the end of the initial eighteen month period by three months’ written notice to the other party for any reason. If at any time either party commits any material breach of this Agreement and, in the case of a breach capable of remedy, fails to remedy it within 21 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied, then the party not in breach may terminate this Agreement forthwith by notice in writing.
• Either party shall be entitled to terminate this Agreement forthwith by notice in writing to the other in the event that the other is involved in legal proceedings concerning its solvency, or ceases or threatens to cease trading, or commits an act of bankruptcy or is adjudicated bankrupt or enters into liquidation, whether compulsory or voluntary, other than for the purposes of a solvent amalgamation or reconstruction, or makes any arrangement with its creditors or petitions for an administration order or has a receiver or manager appointed over all or any part of its assets or generally becomes unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or equivalent circumstances occur in any jurisdiction
• Upon termination of the Agreement Idio shall, if required, return to the Client all records or other such materials relating to the business or operation of the Client, which are in the possession of Idio.