PARTIES

These Terms and Conditions (“Conditions”) are entered into between:

(1) WSYM Holdings, LLC  a company registered in Wyoming, USA whose registered office is at 1309 Coffeen Avenue STE 1200 Sheridan, Wyoming 82801  (The Contractor); and

(2) The person or organisation named on a Confirmation of Order (The Client)

BACKGROUND

1. The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Client. 

2. The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement. 

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the “Party” and collectively the “Parties” to the Agreement) agree as follows:

SERVICES PROVIDED

1. The Client hereby engages the Contractor to provide the Client with the following services (the “Services”):

• Website Design

• Website Development

• Website Hosting

• Website Management

2. The Services will also include any other tasks which the Parties may agree. The scope of these Services will be set out in writing to the Client and in signing this contract the Client hereby agrees to engage in the relevant Services discussed with the Contractor under the provision of this agreement. The details of the additional Services which the Client has engaged the Contractor to provide can be found in Schedule A. The additional Services may be altered at any time at the sole discretion of the Contractor. 

TERM OF AGREEMENT

3. The term of this Agreement (the “Term”) will begin on the date of the confirmation of order and and will remain in full force for 12 months unless terminated as provided in the Agreement.

    

4. Confirmation of Order means a document, webpage or electronic communication which the contractor sends to the client.

5. In the event that the Client wishes to terminate this Agreement, that Party will be required to provide 30 days’ written notice to the other Party and subsequently notice at 14 days and 7 days before the date of termination. Failure to provide subsequent notice following from the initial notice will result in the Agreement remaining in full force. 

6. In the event that the Contractor wishes to terminate this Agreement they will be entitled to do so without notice provided that all Services have been rendered to the appropriate level of fulfillment (the “Fulfillment”). 

7. In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement immediately and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.

8. Except as otherwise provided in this Agreement, the obligations of the Contractor will end upon the termination of this Agreement. 

PERFORMANCE

9. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect. 

FULFILLMENT

10. The Contractor will fulfill the Services set out in Schedule A within the timeframe agreed with the Client. For Services which are definite in their nature the Services will be considered rendered appropriately once the Contractor has provided the Client with a publicly visible website. For Services which are indefinite in their nature the Services will be considered rendered at the sole discretion of the Contractor provided that the Client has paid in full for all Services listed in Schedule A. 

CURRENCY

11. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in GBP. 

PAYMENT

12. The Contractor will charge the Client for the Services as set out in Schedule A. 

13. The Contractor will charge the Client for ongoing Services every month. 

14. Invoices submitted by the Contractor to the Client are due upon receipt. Refunds for Services which have been Fulfilled by the Contractor shall not be granted. Where the Contractor has been willing to Fulfil Services but has been unable to do so due to the actions or lack thereof of the Client refunds shall also not be granted.

15. Payments not made by the Client for the Services set out in the Schedule shall result in the forfeiture of any ongoing Services including but not limited to hosting and management of the website with any and all intellectual property rights reverting to the Contractor. 

16. The Payment as stated in the Agreement does not include Value Added Tax. Any Value Added Tax required will be charged to the Client in addition to the Payment. 

17. The Contractor will be responsible for all income tax liabilities and National Insurance or similar contributions relating to the Payment and the Contractor will indemnify the Client in respect of any such payments required to be made by the Client. 

18. The Contractor will be solely responsible for the payment of all remuneration and benefits due to the employees of the Contractor, including any National Insurance, income tax and any other form of taxation or social security costs. 

19. The Contractor will not be reimbursed for any expenses incurred in connection with providing the Services of this Agreement. 

TRADE SECRETS

20. Trade secrets (the “Trade Secrets”) include but are not limited to any data or information, technique or process, tool or mechanism, formula or compound, pattern or test results relating to the business of the Client, which are secret and proprietary to the Client, and which give the business a competitive advantage where the release of the Trade Secret could be reasonably expected to cause harm to the Client. 

21. The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Trade Secrets which the Contractor has obtained, except as authorised by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement. 

OWNERSHIP OF INTELLECTUAL PROPERTY

22. All intellectual property and related material, including any Trade Secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trade mark, trade dress, industrial design and trade name (the “Intellectual Property”) that is developed or produced under this Agreement, will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner. 

23. Should the Client breach any terms of this Agreement, including but not limited to failure to abide by the Payment Terms, then the Intellectual Property rights will revert to the Contractor in all of its forms. At the sole discretion of the Contractor the Client may regain their Intellectual Property rights through an agreement in writing with the Contractor. 

CAPACITY/INDEPENDENT CONTRACTOR

24. In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. 

RIGHT OF SUBSTITUTION

25. Except as otherwise provided in this Agreement, the Contractor may, at the Contractor’s absolute discretion, engage a third party subcontractor to perform some or all of the obligations of the Contractor under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services. 

26. In the event that the Contractor hires a subcontractor:

• The Contractor will pay the subcontractor for its services and the Payment will remain payable by the Client to the Contractor.

• For the purposes of the indemnification clause of this Agreement, the subcontractor is an agent of the Contractor. 

AUTONOMY

27. Except as otherwise provided in this Agreement, the Contractor will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. The Contractor will work autonomously and not at the direction of the Client. However, the Contractor will be responsive to the reasonable needs and concerns of the Client. 

EQUIPMENT

28. Except as otherwise provided in this Agreement, the Contractor will provide at the Contractor’s own expense, any and all tools, machinery, equipment, raw materials, supplies, workwear and any other items or parts necessary to deliver the Services in accordance with the Agreement. 

NO EXCLUSIVITY

29. The Client acknowledges that this Agreement is non-exclusive and that the Contractor will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services. 

NOTICE

30. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Contractor at the following address:

    • WSYM Holdings, LLC, 1309 Coffeen Avenue STE 1200, Sheridan, Wyoming, 82801, United States of America

INDEMNIFICATION

31. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonably legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act of omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement. 

MODIFICATION OF AGREEMENT

32.  Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in Schedule A of the document having been agreed verbally or otherwise by both Parties. 

TIME OF THE ESSENCE

33. Time is of the essence in the Agreement. No extension or variation of this Agreement will operate as a waiver of this provision. 

ASSIGNMENT

34. The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client. 

35. Notwithstanding the above the Contractor may at its sole discretion sell any liabilities and/or debts emanating from the Agreement to third parties. 

AUTOMATIC RENEWAL

36. Following the end of the Term of this Agreement the Agreement will automatically renew for a further period of 12 months unless the Client gives written notice of its intention to terminate the Agreement per the terms set out in paragraph 4. 

ENTIRE AGREEMENT

37. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement. 

ENUREMENT

38. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns. 

TITLES/HEADINGS

39. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement. 

GENDER

40. Words in the singular mean and include the plural and vice versa. Words in the masucline mean and include the femnine and vice versa. 

GOVERNING LAW

41. This Agreement shall be construed and enforced in accordance with the laws of the State of Wyoming. 

SEVERABILITY

42. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement. 

WAIVER

43. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions. 

Schedule A 

1. This Schedule sets out the Services provided to Clients by the Contractor in their entirety. The relevant Services which are in effect shall be determined by mutual agreement between the Parties and are strictly subject to the Payment terms. The Contractor shall have full discretion as to which Services are in effect or not provided that the Client has agreed, either via a written instruction or verbally, to have these Services in effect or not. The Contractor will ensure that any Services which are in effect shall be Fulfilled. 

2. The Services:

1. Smart Package means the design and development of a website as well as the hosting of such with the following features:

   1. No more than 5 website pages

   2. Custom domain name subject to availability

   3. SSL Security 

   4. Custom email address subject to availability

   5. 10 GB of storage

   6. 2 video uploads to the website

   7. 2 site automations which means the addition of plugins which automate some aspect of the website to be determined at the sole discretion of the Contractor

   8. Search engine optimization management tool which means the design of the website by the Contractor with search engine optimization in mind and the ongoing management of the search engine optimisation

   9. Spam protection which means the development of the website which protects it from brute force attacks designed to disrupt the normal operation of the website. This does not guarantee the absence of such attacks nor does it constitute a warranty from the Contractor to the Client that such attacks are unsuccessful

   10. Regular backups which means that the website will be backed up at intervals which are deemed reasonable by the Contractor.

2. Pro Package means the design and development of a website as well as the hosting with the features included in the smart package as well as:

   1. No more than 10 website pages

   2. 5 custom email addresses subject to availability

   3. 20 GB of storage

   4. Unlimited video uploads to the website

   5. 10 site automations which means the addition of plugins which automate some aspect of the website to be determined at the sole discretion of the Contractor

   6. A Forum which means the availability of a plugin which allows users of the website to discuss topics online on the website itself. The forum may or may not be included on the website depending on the mutual agreement of the Parties

   7. Up to 100 products which can be listed on and sold on the website

   8. Receiving secure online payments which means the use of a plugin which allows customers of the Client to purchase products via a secure payment gateway. The Contractor accepts no liability or responsibility for any breaches which may result in the customers of the Client or the Client suffering a breach which may or may not result in financial loss or a claim being made against the Client. The Client agrees to hold harmless the Contractor and to indemnify any third party without any attempt to claim against the Contractor

   9. 3 pricing plans which means pricing plans for bundled goods or services but does not include recurring payments or subscriptions to purchase goods or services

   10. Unlimited customer account creation which means that any number of the Client’s customers may create an account with the Client via their website

   11. Abandoned cart recovery which means the use of a plugin which utilises cookies in order to ensure that customers of the Client can automatically recover an online shopping cart which they had abandoned for whatever reason

   12. The ability to sell products on social media which means the use of a plug in which will connect the Client’s website to social media sites which are to be determined by the Contractor at its sole discretion

   13. Calculation of sales tax which means the use of a plug in which automatically calculates and adds sales tax to goods or services purchased via the Client’s website. The Client shall hold harmless the Contractor for any errors which have tax implications for the Client and any liabilities arising from such will be the sole responsibility of the Client

   14. Coupon codes and discounts which means the use of a plugin which allows the Client to offer various coupons and discounts to its Customers at its discretion. Any errors which cause loss to the Client are the Client’s sole liability and the Client agrees to hold harmless the Contractor

   15. Product reviews and ratings means a plugin which allows the customers of the Client to leave reviews on the Client’s website. The Contractor has no liability for negative reviews which may or may not damage the trading operations of the Client

   16. Online bookings management which means the use of a plugin which allows the Client to accept bookings via its website

   17. Ticket and event management which means the use of a plugin which allows the Client to sell tickets for relevant events via its website

   18. Restaurant orders and reservation management which means the ability for customers of the Client to reserve tables and order food from a restaurant via the Client’s website.

3. Expert Package means the design and development of a website as well as the hosting with the features included in the smart and expert package as well as:

   1. No more than 50 website pages

   2. Unlimited custom email addresses subject to availability

   3. 40 GB of storage

   4. Unlimited site automations which means the addition of plugins which automate some aspect of the website to be determined at the sole discretion of the Contractor

   5. Multi-languages which means the use of a translation plugin. The Contractor accepts no liability for any errors in translation which may cause loss to the Client

   6. An unlimited number of products which can be listed and sold via the website. Products which are relevant and can be uploaded is to be determined at the sole discretion of the Contractor

   7. Unlimited pricing plans which means pricing plans for bundled goods or services but does not include recurring payments or subscriptions to purchase goods or services. Relevant pricing plans which are to be uploaded to website will be determined at the sole discretion of the Contractor

   8. Recurring payments and subscriptions which means the use of a plugin which allows the Client to sell goods or services on a recurring basis to its customers

   9. Multiple currencies which means that the Client will be able to accept payments in multiple currencies subject to their approval by the relevant banking organisations. The Contractor accepts no responsibility for the Client’s failure to obtain approval for multiple currency accounts or any other account

   10. Advanced shipping which means the use of a plugin which will assist the Client with its shipping requirements for its goods. The Contractor accepts no responsibility for any issues that may arise from the use of this plugin

   11. Syndication to various e-commerce platforms which means the ability to sell products on the Client’s website via other e-commerce channels. The number of syndications will be at the sole discretion of the Contractor depending on the suitability of platforms for the Client which will be determined entirely by the Contractor

   12. Dropshipping means the use of a plugin which allows for dropshipping services. The Contractor accepts no liability for any error or omission on the part of the plugin

   13. Etsy shop means the ability of the Client to use Etsy as another e-commerce channel. The Contractor has no responsibility for supplying the Etsy shop but may do so at its sole discretion

   14. Loyalty programme means the use of a plugin which creates a programme by which customers of the Client can access discounts on goods and services after making repeated purchases via the Client’s website. The Contractor accepts no responsibility for the ongoing operations of any loyalty programme

   15. Take payments via forms means the ability of the Client to allow customers to pay for goods or services via its website through online forms. The Client agrees to hold harmless the Contractor for any errors or omissions which may arise from the use of forms for online payments.

4. Reputation Management means the creation of various online accounts for the Client’s business. The number of accounts to be created is at the Contractor’s sole discretion.

5. Omnichannel marketing means the use of various advertising platforms including but not limited to Facebook, Youtube, Google, Instagram etc. to promote the business of the Client. The Contractor shall have absolute discretion about which platforms are used. The Client agrees that in purchasing this service it is committed to the service for a period of no fewer than 12 months from the inception of the service agreed in writing or verbally. 

6. Livechat means the use of a plugin which allows the customers of the Client to send messages to the Client via the website. The Contractor is not responsible for responding to messages from customers. 

7. Pay per click marketing means an online advertising campaign which will be managed at the Contractor’s sole discretion which targets prospective customers via online marketing channels where the Client pays an agreed fee for each additional user who visits their website. The users visiting the website of the Client do not have to make any purchase or enquiry or in any other way be regarded as a conversion in order for the Client to be liable to pay the Contractor for the user visiting the website. 

8. Onsite search engine optimisation means the management of the Client’s website with the aim of making the website advance up the Google (and other search engine) rankings. Services may include blog posts, keyword addition and blog links. The Services to be rendered specifically are at the sole discretion of the Contractor. 

9. Logo creation means the graphic design of a logo for the Client’s website and business. The Contractor will provide the client with a number of logos to be determined at the Contractor’s sole discretion. Once the logos have been provided to the Client the Service will be deemed rendered in full and any changes to be made to the logo may be considered the purchasing of additional Services by the Client. 

10. Social media management means posting on social media platforms, which will be determined at the Contractor’s sole discretion, twice per week on behalf of the Client. 

11. Listing on top directories means creating listings on directories which the Contractor, at its sole discretion, deems appropriate for the Client. 

12. Bolt on means an additional 5 pages worth of content to be produced by the Contractor which will be charged monthly at a cost of £15 per calendar month for no fewer than 12 months or a one off fee of £150.