STANDARD TERMS & CONDITIONS
Wiro Agency Limited
Registered company number: 09936280
Reg. office address: 47 Butt Road, Colchester, Essex, United Kingdom, CO3 3BZ.
Trading address: Office 18, Epsilon House, West Road, Ipswich, Suffolk, IP3 9FJ.
Agreement means the Project’s Scope of Work, Terms & Conditions, SLA and any other attached documents.
Project means the scope and purpose of the Client’s identified usage of the work product, as described in the Scope of Work.
Services means all services and the work product to be provided to Client by Wiro Agency, as described and otherwise further defined in the Scope of Work.
Final Deliverables means the final versions of Deliverables provided by Wiro Agency and accepted by the Client.
Deliverables means the services and work product specified in the Scope of Work to be delivered by Wiro Agency, to the Client.
Client Content means all materials, copywriting, images, products, data or other creative content provided by the Client, used in preparing or creating the Deliverables.
Third Party Materials means proprietary third party materials which are incorporated into the Final Deliverables, including but without limitation to stock imagery, content, third party tools
Design & Development Tools means all tools developed and/or used by Wiro Agency in performing the Services, including pre-existing and newly developed software including source code, design software, type fonts, and application tools, together with any other software, or other inventions whether or not patentable, and general non-copyrightable concepts such as website design, information architecture, UX, UI design, navigational and functional elements.
Wiro Agency shall perform the services listed in the Scope of Work.
The agreed proposal expires 7 days after being submitted to the Client. If this proposal expires, Wiro Agency may modify the Proposal Agreement and re-submit it to the Client.
Fees: The Client agrees to pay Wiro Agency the fees listed in the Project Proposal & Scope of Work, including all tax/VAT. Payments will be made on time and no payment must be held.
Additional Costs: Pricing in the Project Proposal & Scope of Work only includes design and development fees. Any other costs, such as servers, hosting, licensing or third party tools and systems, will be billed to the Client.
Hosting Final Deliverables: Wiro Agency will host the Final Deliverables (if applicable) on Wiro Agency’s AWS Server, while the Project is under construction. If the Final Deliverables are not completed by the completion date listed in the Project Proposal, and the delay is not caused by Wiro Agency, the Client agrees to pay Wiro Agency the agreed amount (if applicable) per month for hosting the app or website, until the Final Deliverables are moved to the Clients server. If the Project is a re-platform, migration, design and build Project, on the Shopify/Shopify Plus framework, then it’s unlikely any hosting is required. If the Project includes custom functionality app development, it’s likely a Server will be required and therefore hosting and server costs billed.
Payment Schedule: Payment is due when Wiro Agency completes each milestone as listed in the Scope of Work, and the Client accepts and signs-off the Deliverables, for that milestone.
Invoices: All invoices are payable on receipt. Invoices shall list any expenses and additional costs as separate items, any additional fees will be discussed in advance. Payments will be made on time and no payment must be held. Delaying payment may cause delays to the overarching project deadline and possibly milestones.
Late Fee: A late payment fee of £100+VAT, is payable on all overdue balances.
Crediting Late Payments: Payments will be credited to late payments first, then to unpaid balances.
Collection Expenses: The Client shall pay all collection or legal fees, caused by late payments.
Withholding Delivery: Wiro Agency may withhold Delivery and Transfer of Ownership of any current work, if accounts are not current or overdue invoices are not paid in full.
Withholding Licence: All grants of any licence to use or Transfer Ownership of any intellectual property (IP) rights under this Agreement are conditioned on full payment, including all outstanding Additional Costs, Expenses, Fees, or any other charges. Once payment is made in full and any additional costs covered, full IP & Ownership lies with the Client.
CHANGES TO PROJECT SCOPE
Change Request: If the Client wants to change or add to the Scope of Work after acceptance of this Agreement, the Client shall send Wiro Agency a written Change Order describing the requested changes in detail. Within 14 days of receiving a Change Order, Wiro Agency will respond with a statement proposing Wiro Agency’s availability, additional fees, changes to delivery dates (if any), and any modification to the Terms & Conditions. Wiro Agency will evaluate each Change Order at its standard rate and charges. Major
Change: If the Clients requests are at or near fifty percent of the time required to produce Deliverables, or the value of the Scope of Services, Wiro Agency shall be entitled to submit a new and separate Proposal to Client for written approval. Wiro Agency shall not begin work on the revised services, until they receive a fully signed revised proposal and approval of any additional fees.
Minor Change: If the Clients requests are not Major Changes, the Client will be billed on a time and materials basis, at Wiro Agency’s hourly rate of £100+VAT, per hour. Such charges shall be in addition to all other amounts payable under this Agreement, despite any maximum budget, contract price or final price identified. Wiro Agency may extend or modify any delivery schedule or deadlines in the Agreement as may be required by such changes.
Acceptance/Rejection: Client will have 3 days to respond in writing accepting or rejecting the new proposal. If the Client rejects the proposal, Wiro Agency will not be obligated to perform any services beyond those in the original Agreement.
Agency Delays: Wiro Agency shall use all reasonable efforts and will always be best endeavours to meet the delivery schedule. Wiro Agency may extend the due date for any Deliverable by giving written and appropriate prior notice to the Client.
Client Delays: The Client shall use all reasonable efforts to provide needed information, materials and approvals. Any delay by the Client in provided assets, content or feedback will result in a day-for-day extension of the due date for all Deliverables, where dependencies are not met.
General Delays: Any delay caused by conditions beyond the reasonable control of the parties shall not be considered a breach and will result in a day-for-day extension of any performance due. Each party shall use reasonable efforts to notify the other party, in writing, of a delay. Conditions beyond the reasonable control of the parties include, but are not limited to, natural disasters, acts of government after the date of agreement, power failure, fire, flood, acts of God, labor disputes, riots, acts of war, terrorism and epidemics.
EVALUATION & ACCEPTANCE
Testing: Wiro Agency will test and correct Deliverables using commercially reasonable efforts before providing Deliverables to the Client. Wiro Agency has a rigorous and adhered to QA and Testing process and test throughout the development process. Including browser + device testing, code reviews and design review of development.
Approval Periods: The Client shall, within 5 business days after receiving each Deliverable, notify Wiro Agency in writing, of any failure to comply with the specification of the Project Proposal or of any other objections, corrections or changes required. Wiro Agency, upon receiving the Clients notification, shall correct and submit a revised Deliverable to the Client. If the Client fails to provide approval or comments during any approval period, those Deliverables will be considered approved and accepted. All objections, corrections and changes shall be subject to the terms and conditions of this Agreement. Changes requested once approved and accepted, or having missed the feedback allotted time, may incur a fee at Wiro Agency’s standard hourly rate.
Client acknowledges that it is responsible for performing the following in a reasonable and timely manner:
- Ensure payment for all invoices and fees are on-time and at the agreed milestones
- Provide reasonable availability of the customer when returning feedback at a given milestone, resolving a service related bug, incident or change request
- Behaviour and communicate appropriately towards the service providers team
- Unwillingness to work on the Service Providers systems, tools, processes and adhere to procedures and policy could result in early termination of the contract relating to the project. In this instance the service provider will calculate the percentage of hours estimated and the hours tracked against the project and refund the difference, if both parties cannot agree to move forwards
- Provide Collaboration Access to Provider via Shopify (Provider will request Collaboration Access via Shopify Partner Dashboard)
- New development will be created in our Shopify Partner Dashboard to give us full access to a host of additional features that customers trial stores may not have
- Provide Wiro Agency Credentials and/or access to relative applications, hosting or legacy CMS systems
- Proofread all Deliverables. The Client will be charged for correcting errors after the acceptance of any Deliverable
- Provide Client Content in a form suitable for use in the Deliverables without further preparation by Wiro Agency, unless otherwise specified in the Project Proposal or agreed by both parties
- Facilitate third party decision making and communication.
ACCREDITATION & PROMOTION
Accreditation: Wiro Agency shall be entitled to place accreditation, as a hyperlink or otherwise, in the form, size and location as incorporated by Wiro Agency in the Deliverables. Example: ‘Site by Wiro’ Discreetly placed in the footer.
Promotion: Wiro Agency retains the right to reproduce, publish and display the Deliverables on Wiro Agency’s website, case studies, other design/media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables, in connection with such uses.
Promotional Approval: Either party, subject to the other’s reasonable approval, may describe its role in the Project on its website and in other promotional and marketing materials, and, if not expressly objected to, include a link to the other party’s website.
The Client’s "Confidential Information" includes information that Wiro Agency should reasonably believe to be confidential. Wiro Agency’s "Confidential Information" includes the source code of any design or development Tools. All material considered confidential by either party shall be designated as confidential. Confidential Information shall not be disclosed to third parties and shall only be used as needed to perform this Agreement. Confidential Information shall not include any information that is already known by the recipient, becomes publicly known through no fault of the recipient, or is received from a third party without a restriction on disclosure
RELATIONSHIP OF THE PARTIES
Independent Contractor: Wiro Agency is an independent contractor. Wiro Agency shall determine, in its sole discretion, the manner and means by which the Services are accomplished. No agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. Neither party is authorised to act as agent or bind the other party except as expressly stated in this Agreement. Wiro Agency and the work product or Deliverables prepared by Wiro Agency shall not be deemed a work for hire as defined under Copyright Law. All rights granted to Client are contractual in nature and are expressly defined by this Agreement.
Agency Agents: Wiro Agency shall be allowed to use third party’s as independent contractors in connection with the Services (“Design Agents”). Wiro Agency shall remain fully responsible for Design Agents’ compliance with this Agreement.
No Exclusivity: This Agreement does not create an exclusive relationship between the parties. The Client is free to engage others to perform services of the same or similar nature to those provided by Wiro Agency, and Wiro Agency shall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise the services offered by Wiro Agency.
REPRESENTATIONS & WARRANTIES
By Client: The Client represents and warrants to Wiro Agency, that: ● To the best of the Client’s knowledge, use of the Client Content does not infringe the rights of any third party ● The Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials ● The Client will obtain all necessary and appropriate rights and licences to grant licence to Wiro Agency to use Third Party Materials.
By Agency: Wiro Agency represents and warranty to the Client that:
- Wiro Agency will provide the Services identified in the Agreement in a professional and workmanlike manner
- Wiro Agency shall secure all necessary rights, title, and interest in and to the Final Deliverables, including Wiro Agency Tools, sufficient for Wiro Agency to grant the intellectual property rights provided in this Agreement
- To the best of Wiro Agency’s knowledge, the Deliverables will not violate the rights of any third parties
- If the Client or third parties modify the Deliverables or use the Deliverables outside of the scope or purpose of this Agreement, all representations and warranties of Wiro Agency shall be void.
INDEMNIFICATION & LIABILITY
By the Client: The Client shall indemnify Wiro Agency from any and all damages, liabilities, costs, losses, expenses or attorney fees arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations or warranties under this Agreement. Wiro Agency shall promptly notify the Client in writing of any third party claim. The Client shall have the right to fully control the defence and any settlement of such claim or suit. Liability & Indemnification when using third party systems, applications and frameworks:
- You expressly understand and agree that, to the extent permitted by applicable laws, both Shopify and the Provider will not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses arising out of or relating to the use of or inability to use the Service or these Terms of Service (however arising, including negligence).
By Agency: In the case of a third party lawsuit or proceeding based on a claim that Deliverables breach the third party’s intellectual property rights, and it is determined that such infringement has occurred, Wiro Agency may at its own expense, replace any infringing content with non-infringing content.
Limitation of Liability: The services and the work product of Wiro Agency, are sold “as is.” In no event shall Wiro Agency be liable for any lost data or content, profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by designer, even if Wiro Agency has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.
TERM & TERMINATION
Term: This agreement shall begin when both parties sign and shall continue until all Services are complete and delivered, or until the Agreement is Terminated.
Termination for Cause: Either party may terminate this agreement at any time, on 30 days prior written notice if the other party breaches any of its material responsibilities or obligations under this Agreement and fails to cure that breach during that 30 day period.
Termination for Insolvency: Either party may terminate this agreement at any time, on written notice to the other party, if the other party ceases to conduct business in its normal course; makes an assignment for the benefit of creditors; is liquidated or otherwise dissolved; becomes insolvent; files a petition in bankruptcy; or a receiver, trustee, or custodian is appointed for it.
Termination by Mutual Agreement: This agreement may be terminated by the mutual agreement of the parties.
Termination for Convenience: Either party may terminate this agreement at any time and for any reason on 90 days prior written notice to the other party. If the Client terminates the Agreement under this section, Wiro Agency shall, at the Clients reasonable discretion, complete any work assigned or scheduled during the notice period in accordance with the terms and conditions of this Agreement.
Termination Fees: In the event of termination, the Client shall pay Wiro Agency, for the Services in full as per the Agreement and Scope of Work. The Client shall pay all Expenses, Fees, and Additional Costs incurred through the date of termination.
Intellectual Property: If the Client terminates and on full payment of compensation, Wiro Agency grants the Client the intellectual property, right and title as provided by this Agreement with respect to those Deliverables provided and accepted by the Client, as of the date of termination.
Confidential Information: On expiration or termination of this Agreement:
- Each party shall return or, at the disclosing party’s request, destroy the Confidential Information of the other party
- All rights and obligations regarding Confidential Information shall survive.
OWNERSHIP, USE & COPYRIGHT
Licence: Wiro Agency grants to the Client a non-exclusive, perpetual and worldwide licence to use and display the Final Deliverables in accordance with this Agreement. The rights granted to the Client are for use of the Final Deliverables in its original form only. In the event of non-payment, Wiro Agency shall be entitled to pursue all remedies under law and equity.
Client Content: Client Content is the exclusive property of the Client. The Client grants Wiro Agency a nonexclusive, non transferable licence to use, display and publish the Client Content solely in connection with Wiro Agency’s role in the project and limited promotional uses of the Deliverables as authorised in this Agreement. Example: Case Study or displaying on our website.
Deliverables & Assets: The Client retains the entire copyright in all completed design and development Deliverables (including Transfer of Ownership of Shopify/Shopify Plus website, source code and design assets including wireframes and design files) throughout the World and Title/Copyright to any materials used in producing any material. This is Transferred to the Client upon final payment of the final invoice and fees are received in full. The permission to use the designed works comes into effect from the date of payment of the relevant invoice(s). No use may be made of the design material before payment in full of the relevant invoice(s) without the Wiro Agency’s express permission in writing. Any permission that may be given for prior use will automatically be revoked if full payment is not made by the due date or if the client is put into receivership or liquidation.
Design & Development Tools: All design and development Tools are and shall remain the exclusive property of Wiro Agency. Wiro Agency grants Client a nonexclusive, non transferable, perpetual, worldwide licence to use the Wiro Agency Tools solely to the extent necessary with the Final Deliverables for the Project. For example: Figma, Sketch, Zeplin, InVision licences. Where reproduction of works has taken place and settlement has not been made, the company will make such charges to the client as falls within the Copyright, Designs and Patents Act 1988. With the creation of a new website for the Client, whilst the Company will perform best practices to the best of our knowledge, the company cannot guarantee the SEO performance of the website. Any agreement the client has with any third party suppliers is separate to any agreement with the Company, we hold no liability or responsibility.
Support Services means commercially reasonable technical support and assistance to maintain and update the Deliverables, including correcting any errors or Deficiencies. Requests for additional support will be billed on a time and materials basis at Wiro Agency’s standard hourly rate. Wiro Agency will provide Services for a monthly fee (See Retainer options). The services under support services, post launch of the project, do not include enhancements to the Project or other services outside the Scope of Work.
Modification/Waiver: Modifications to this Agreement must be in writing and signed by both parties. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach.
Notices: All notices under this Agreement shall be given in writing either by: (a) Fax or Email, with return confirmation of receipt; (b) Certified or Registered mail, with return receipt requested. Notice will be effective when received, or in the case of email or fax, on confirmation of receipt.
No Assignment: Rights or obligations under this Agreement shall not be transferred, assigned or encumbered without the prior written consent of the other party.
Governing Law: This Agreement, and any non-contractual matters or obligations arising out of this Agreement or the Services, shall be governed by, and construed in accordance with the laws of England and Wales. 1. If at any time you would like to discuss with us how our service to you could be improved please let us know. We undertake to look into any feedback or complaint carefully and promptly discuss and address this with you. 2. Any dispute relating to this Agreement or the Services shall be subject to the exclusive jurisdiction of the English courts, to which each of us agrees to submit for these purposes.
Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. Where possible the invalid or unenforceable provision shall be interpreted in such manner as to be effective and valid under applicable law.
Headings: Headings and numbering used in this Agreement are for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of this Agreement, and shall not have any legal effect.
Complete Agreement: This Agreement is the entire understanding of the parties and supersedes all prior understandings and documents relating to the subject matter of this Agreement.