Terms of Service

Agreement Overview

This Agreement (“Agreement”) is entered into between JWH.Solutions (“Company”) and the Client (“Client”) for web design and related services. By engaging in services with the Company, the Client agrees to the following terms and conditions.

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of England and Wales. Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.

Consumer Rights: Nothing in these Terms of Service shall affect any statutory rights that you, as a consumer, may have under the law.

Payment Terms

Price Paid and Payment Terms: The total price for services rendered will be outlined in the initial invoice. Payment terms are as follows:

• Full Upfront Payment: One-time payment with minimal monthly costs.

• Partial Upfront Payment: Partial payment with moderate monthly fees.

• No Upfront Payment: No initial payment with higher monthly fees.

• Additional Fees: Any extras such as hosting, domain registrations, or Shopify fees will be billed separately and are due upon receipt.

Invoice Due Date: Unless otherwise stated in writing, all invoices are due within 14 days of the invoice date. If payment is not received by the due date, the Company reserves the right to pause or cancel the project until payment is made.

Late Payments: Late payments will incur a fee of £10 per day past the due date. The Client is responsible for covering all associated charges, fees, and taxes for the payment.

Design Authority

The Company retains final authority over all design aspects of the project, regardless of Client input. This includes, but is not limited to, decisions regarding layout, color schemes, typography, imagery, and overall visual presentation. While the Company will make a good faith effort to incorporate the Client’s feedback and suggestions, the ultimate decision on design elements will rest with the Company. This ensures that the design maintains a cohesive and professional appearance and adheres to industry best practices.

Revision Cycles: The Client will be entitled to a limited number of revision cycles as outlined in the project scope. Additional revisions beyond this scope may incur extra charges.

Contract Cancellation

• Non-Payment: The Company reserves the right to cancel the contract if payment is not received in accordance with the agreed terms. A written notice will be sent to the Client before cancellation.

• Harassment or Abuse: The Company will terminate the contract if the Client engages in harassment or abusive behavior, including but not limited to threatening language, discriminatory remarks, or repeated aggressive communication.

• Late Payments: As noted above, late payments will incur a fee of £10 per day. If payment remains outstanding beyond a reasonable period (e.g., 30 days past due), the Company may cancel the contract.

Liability

The Company is not liable for any damages, losses, or lawsuits resulting from the completed website. This includes, but is not limited to, direct, indirect, incidental, consequential, and punitive damages arising out of the use or inability to use the website, any unauthorized access to or alteration of your data, any statements or conduct of any third party on the website, or any other matter relating to the website.

Limitation of Liability: Nothing in these Terms of Service shall limit or exclude the Company’s liability for death or personal injury caused by its negligence, or any other type of liability that cannot be excluded or limited by law.

Indemnification: The Client agrees to indemnify and hold the Company harmless against any claims, damages, liabilities, costs, and expenses (including reasonable attorney’s fees) arising out of or related to the use of the website. This includes any claims made by third parties due to or arising out of:

• The Client’s use of the website

• The Client’s violation of the Terms of Service

• The Client’s violation of any rights of another person or entity

• The Client’s breach of any contract or agreement with any third party

• Any intellectual property infringement or violation of privacy rights arising from content the Client has provided

Third-Party Services: The Company may integrate third-party services or software into the website. The Company is not liable for any issues, damages, or losses resulting from the use or malfunction of third-party services. The Client agrees to comply with the terms and conditions of any third-party services used in connection with the website.

Client Responsibilities: The Client is responsible for ensuring that the website and any content provided by the Client complies with all applicable laws, regulations, and third-party rights, including but not limited to data protection, intellectual property, and privacy laws. The Company is not responsible for reviewing or verifying the accuracy, legality, or appropriateness of the Client's content.

Monthly Subscriptions

If the Client is more than 2 months late on payments or cancels before the 6-month minimum contract period, the Company reserves the right to cancel the contract and charge the full price for the site. If the Client fails to pay after the initial 6-month period, the Company will take down the site and charge late fees. To reinstate services after delinquency, the Client must pay all outstanding late fees and the first month’s payment upfront.

Intellectual Property

Temporary License: The Client is granted a temporary, non-exclusive, non-transferable license to use the Company’s work for their website as long as all payments are current. This license allows the Client to use the design, code, graphics, and other deliverables provided by the Company solely for their website.

Scope of License: This license does not grant the Client the right to duplicate, distribute, modify, or create derivative works from the Company's intellectual property for any other purpose. The Client may not use the Company’s work for any other websites, marketing materials, or any other projects without explicit written permission from the Company.

Ownership: The Company retains full ownership and all intellectual property rights to any work created, including but not limited to designs, graphics, code, and content provided as part of the project. The Client acknowledges that they do not acquire any ownership rights through the use of the Company's work.

Unauthorized Use: Unauthorized use or reproduction of the Company’s work is strictly prohibited and constitutes copyright infringement. The Client agrees not to share, sell, or provide access to the Company's work to any third parties without the Company's explicit written consent.

Dispute Resolution

Both parties agree to try to resolve any disputes through good faith negotiation before taking further action. Any and all disputes arising from this Agreement shall be resolved in the courts of England and Wales, and the Client agrees to this jurisdiction.

Amendments

The Company reserves the right to amend these Terms of Service at any time. The Client will be notified of any changes. Continued use of services after such notification implies acceptance of the updated terms.

Data Protection / Privacy

The Company may process personal data provided by the Client for the performance of this Agreement. The Company agrees to comply with all applicable data protection laws, including the UK GDPR and Data Protection Act 2018. The Client is responsible for ensuring that any data they provide has been lawfully collected and that they have the right to share it with the Company. Please refer to the Company's Privacy Policy for more details on how personal data is handled.

Force Majeure

The Company shall not be liable for any delay or failure to perform its obligations under this Agreement if such delay or failure results from events, circumstances, or causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, civil unrest, strikes, or governmental actions.

Additional Provisions

Confidentiality: Both parties agree to keep any confidential information shared during the project private.

Termination: Either party may terminate this Agreement by providing a written notice of termination. The Client will be liable for any work completed up to the termination date.

Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, understandings, or agreements, whether written or oral.

Severability: If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed, and the remaining provisions shall remain in full force and effect.

Notices: Any notices required under this Agreement shall be in writing and shall be deemed duly given when delivered electronically or by registered mail to the addresses provided by the parties.