Zimdesk Limited (hereinafter referred to as "Zimdesk") provides Web Site Design, Hosting and other similar services, (hereinafter referred to as the "Services").
Zimdesk reserves the right to suspend or cancel a customer's access to any or all Services provided by Zimdesk or their hosting partners when Zimdesk decides that the account has been inappropriately used or that these Terms and Conditions have been broken in whole or part.
These Terms and Conditions supersede all previous representations, understandings or agreements, unless specifically agreed otherwise by both Parties, in writing.
Placement of an order, or advance payment, or an instruction to proceed by the Customer constitutes agreement to and acceptance of these Terms and Conditions (additional copies of which are available via our web site zimdesk.com)
The Customer agrees that it shall defend, indemnify, save and hold Zimdesk harmless from any and all demands, liabilities, losses, costs and claims, including reasonable legal fees asserted against Zimdesk, its agents, its customers, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by the Customer, its agents, employees or assigns. The Customer agrees to defend, indemnify and hold harmless Zimdesk against liabilities arising out of any injury to person or property caused by any products sold or otherwise distributed in connection with Zimdesk; any material supplied by a customer infringing or allegedly infringing on the proprietary rights of a third party; copyright infringement and any defective products sold to customer from Zimdesk 's or its partners servers.
1.3 Governing Law
This agreement shall be governed by English Law.
2.0 Web Site Design Services
All web design commissions provided by Zimdesk to the Customer are subject to the following terms and conditions.
2.1 Scope of Work and Price Agreement
Charges for Services to be provided by Zimdesk will be defined in the customer's Project Proposal. Under normal trading circumstances, the Project Proposal will be issued by Zimdesk following receipt of a request for quotation from the Customer, which shall identify the scope of work intended.
Zimdesk will then provide its quotation which will include the Project Proposal for acceptance or comment by the Customer. Once the Project Proposal has been accepted, in writing, by the Customer, this will then be deemed to be the sole document which will specify the scope of work. In addition, prices will be fixed at that time identifying the specific Project Proposal and its revision in order to avoid misunderstanding.
2.2 Payment Clause
All Services require an advance payment of 50% (fifty percent) of the project quotation total before the work is supplied to the Customer for review. The remaining 50% (fifty percent) will be due upon completion of the work. Payment will be made by cheque: payable to "Zimdesk Limited", and addressed to Zimdesk Ltd, 1 Shaftesbury Avenue, South Shields NE34 9PH.
2.3 Customer Review
Zimdesk will provide the Customer with an opportunity to review the appearance and content of the Web site during the design prototype stage.
2.4 Customer Acceptance
Zimdesk will deliver the Customer's Web site by the date specified in the Project proposal, unless a delay is specifically requested by one Party and accepted by the other, in writing.
At the "sign-off" stage the customer will be presented with the completed design. Such materials will be deemed as acceptable and approved unless the Customer notifies Zimdesk to the contrary within 10 working days of the date the materials were made available.
Invoices will be provided by Zimdesk upon completion of any work undertaken. Invoices are normally sent via email; however, the Customer may elect to receive hard copy invoices. Invoices are due upon receipt. Accounts that remain unpaid thirty (30) days after the date of the invoice will be subject to a service charge for an amount equivalent to Base Rate + 8% of the outstanding balance.
Development accounts unpaid 14 (fourteen) days after the date of invoice will be considered in default. All hosting and software support fees are pre-paid on an annual basis. Hosting accounts unpaid at the date of renewal will be suspended. If a written request for cancellation of the account is not received by Zimdesk within 60 calendar days prior to the renewal date the Customer will be liable for all hosting fees specified on the renewal invoice. If the Customer in default maintains any information or files on Zimdesk's Web space, Zimdesk will, at its discretion, remove all such material from its web space. Zimdesk is not responsible for any loss of data incurred due to the removal of the service. Removal of such material does not relieve the Customer of the obligation to pay any outstanding charges assessed to the Customer's account.
If a payment matter is not resolved within 60-days AFTER the invoice due date, Client may be sent to a debt collection agency and/or the CSS Kill Switch may be used.
UNDERSTANDING THE CSS KILL SWITCH
In rare cases, Zimdesk may complete delivery of a project prior to it being completely paid for. Under these circumstances, clients agree Zimdesk has the option of implementing a CSS Kill Switch. A CSS Kill Switch is a hidden piece of code which allows Zimdesk to remotely and temporarily disable a client’s website for partial or non-payment as per the terms of the agreement. Per this term, clients forfeit any future legal claims of (but not limited to) business damages, tampering or intrusion because of the use of the CSS Kill Switch.
Once the project has been fully paid, the CSS kill switch will be removed immediately and permanently.
Cheques returned for insufficient funds will be assessed a return charge of £25 and the Customer's account will immediately be considered to be in default until full payment is received. Customers with accounts in default agree to pay Zimdesk reasonable expenses, including legal fees and costs for collection by third-party agencies, incurred by Zimdesk in enforcing these Terms and Conditions.
Termination of services by the Customer must be requested in writing and signed. Termination will be effective on receipt of such notice. The Customer will be invoiced for design work completed to the date of first notice of cancellation for payment in full within 7 (seven) days.
The web site design and any associated system coding developed by Zimdesk remain the intellectual property of Zimdesk. Any web site content, i.e. text and images provided by, or entered into the system by the customer and/or their clients, remains the property of the customer. If a customer wishes to terminate their account with Zimdesk and transfer their web site information elsewhere, Zimdesk will advise and assist with any data extraction and transfer work subject to Zimdesk's standard hourly rate of £50.00.
The Customer retains the copyright intellectual property rights to data, files and graphic logos provided by the Customer, and grants Zimdesk the rights to publish and use such material. The Customer must obtain permission and rights to use any information or files that are copyrighted by a third party.
The Customer is further responsible for granting Zimdesk permission and rights for use of the same and agrees to indemnify and hold harmless Zimdesk from any and all claims resulting from the Customer's negligence or inability to obtain proper copyright permissions. An order placement and/or instruction for Web site design shall be regarded as formal and binding confirmation by the Customer to Zimdesk that all such permissions and authorities have been obtained.
2.8 Changes to Site
As part of our annual hosting and support services Zimdesk offer to make minor changes to content free of charge as long as the work involved does not exceed 1 hour in duration or take place more than once a month. Any changes to static or dynamic content incurring work over and above this will be subject to a separate quotation.
2.9 Standard Media Delivery
Unless otherwise specified in the project quotation, this Agreement assumes that any text will be provided by the Customer in electronic format (ASCII text files delivered on disk or via e-mail) and that all photographs and other graphics will be provided physically and will be of sufficient or appropriate quality print suitable for scanning or, alternatively, electronically in .gif, .jpeg, .png or .tiff format.
Although every reasonable attempt shall be made by Zimdesk to return to the Customer any images or printed material provided for use in creation of the Customer's Web site, such return cannot be guaranteed and it is the responsibility of the Customer to retain the original or a back-up copy or to employ suitable Disaster Recovery procedures.
2.10 Access Requirements
If the Customer's Web site is to be installed on a third-party server, Zimdesk must be granted temporary read/write access to the Customer's storage directories, and those directories must be accessible via FTP. Depending on the specific nature of the project, other resources might also need to be configured on the server.
Where possible and relevant, based upon the information provided by the Customer, such other resources will be identified in the Project Proposal. However, in those circumstances whereby such resources cannot be reasonably identified at the Project Proposal stage, then Zimdesk reserves the right to issue an amendment to the Project Proposal as soon as it becomes clear that additional resources might be required, which might include a re-evaluation of the costs quoted.
2.11 Post-Placement Alterations
Zimdesk cannot accept responsibility for any alterations caused by any other party to the Customer's web site once installed. Such alterations include, but are not to additions, modifications or deletions.
3.0 Web Hosting (and Email) Services
All web site support and hosting services provided by Zimdesk to the Customer are subject to the following terms and conditions and supplement our standard terms and conditions above.
3.1 Server Usage
Web site hosting service accounts are defined as those facilities provided to support and host the Customer's web site. Accounts are to be used by the customer/account holder only. Account holders are not permitted to resell, store or give away web-hosting services of their web site to other parties. Exceptions to this include links, ad banners, classified ads, and personal ads.
Zimdesk reserves the right to refuse hosting services to anyone should it decide that the account has been used inappropriately or otherwise. Zimdesk will not allow any of the following content to be stored on its servers or its hosting partner's servers:
Illegal Material - This includes copyrighted works, commercial audio, video, or music files, and any material in violation of any International, National, or Local Government regulation.
Adult Material - Includes all pornography, erotic images, or otherwise lewd or obscene content. The designation of "adult material" is left entirely to the discretion of Zimdesk.
Warez - Includes pirated software, ROMS, emulators, hacking, password cracking, IP spoofing, etc., and encrypting of any of the above. Also includes any sites which provide "links to" or "how to" information about such material.
3.2 Spam Guidelines
Unsolicited email (Spam) is considered an unacceptable use of a domain. Whether the unsolicited email originates directly from the client's web-space area or otherwise, abuse reports received concerning a domain may result in suspension or closure of the service without refund.
3.3 Payment Policies
All accounts are set up on a prepay basis. Although Zimdesk reserves the right to change prices of accounts or services at any time, pricing is guaranteed for the period of prepayment. Payment is due every 12 months following the date the account was established.
All renewal payments must be received at least 5 working days in advance of the renewal date to ensure that no disruption to the service is incurred. Zimdesk reserves the right to suspend this and other services until any outstanding debt is cleared. Zimdesk will not be responsible for any data lost due to non-payment closure of an account. The Customer is responsible for all money owed on the account from the time it was established to the time that the Customer sends a written cancellation request.
If the matter is not resolved within 90-days AFTER the invoice due date, Client may be sent to a debt collection agency and/or the CSS Kill Switch may be used (see section 6.5).
6.5 UNDERSTANDING THE CSS KILL SWITCH
In rare cases, JDM may complete delivery of a project prior to it being completely paid for. Under these circumstances, clients agree JDM has the option of implementing a CSS Kill Switch. A CSS Kill Switch is a hidden piece of code which allows JDM to remotely and temporarily disable a client’s website for partial or non-payment as per the terms of the agreement. Per this term, clients forfeit any future legal claims of (but not limited to) business damages, tampering or intrusion because of the use of the CSS Kill Switch.
Of course, once the project has been fully paid, the CSS kill switch will be removed immediately and permanently. As a side note, we’ve never had to actually use the kill switch.
3.4 Cancellation and Refunds
Fees charged on a prepay basis are non-refundable.
Zimdesk will not be responsible for any damages your business may suffer. Zimdesk makes no warranties of any kind expressed or implied for services we provide. Zimdesk disclaims any warranty or merchantability or fitness for a particular purpose. This includes loss of data resulting from delays, non-deliveries, wrong delivery, and any and all service interruptions caused by Zimdesk and its employees. Zimdesk reserves the right to revise its policies at any time.
3.6 Technical Support
Unless otherwise stated, all services provided by Zimdesk necessarily require the use of third party hardware in partnership with Zimdesk. Zimdesk has no influence in relation to the hardware, software and technical support offered by the third party and is not responsible for any technical deficiencies or breaks in service when they occur. Should technical support be required by a client, an email should be sent or telephone call made to Zimdesk and the matter raised will be discussed with the relevant third party partner.
Where Zimdesk consider that the services offered by our hosting services do not meet the requirements of the client or that an increased level of technical support is necessary, Zimdesk will endeavour to find a suitable alternative service to host the client's web site and provide email services.
3.7 High Use Policy
High bandwidth usage: Zimdesk offers a high use policy by maintaining very large ratios of bandwidth per Customer. In rare cases, Zimdesk may find a Customer to be using server resources to such an extent that he or she may jeopardise server performance and resources for other Customers. In such instances, Zimdesk reserves the right to impose the High Resource User Policy clause as stated below in order for Zimdesk to provide equitable consideration of all its customers.
3.8 High Resource Policy
Resources are defined as bandwidth and/or processor utilisation. Zimdesk may implement the following policy to its sole discretion: If a web site is found to be monopolising all the resources available to the detriment of other clients of Zimdesk, then Zimdesk reserves the right to immediately suspend that site. This policy will only be implemented in extreme circumstances. Customers may be offered an option whereby Zimdesk continues hosting the website for an additional fee.
3.9 Data Backup
Zimdesk will only backup all files necessary to recreate the original web site.