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Terms and Conditions

Terms and Conditions

By placing an order with Think365 Limited, you confirm that you are in agreement with and are bound by the terms and conditions below:

  • 1 Definitions
  • 1.1 The “Client” means the company or individual requesting the services of Think365 Limited.
  • 1.2 “Think365” means Think365 Limited (“us, we”).
  • 1.3 “Services” means all services provided by Think365 including but not limited to website design, website creation, e-mail, web hosting, search engine optimisation.
  • 2 This Agreement
  • 2.1 The contract between Think365 and the Client will be on these conditions to the exclusion of all other terms and conditions. Any variations to these conditions shall have no effect unless agreed in writing.
  • 2.2 From the date of acceptance of this agreement by us, we agree to provide you with the services set out in our Order Confirmation Email to you, and you agree to make payments according to the terms of this agreement.
  • 2.3 If we do not, at any time, enforce any of our rights under this Agreement, we do not give up any of those rights.
  • 2.4 If you are a partnership of two or more persons, you will be liable for payments individually and together.
  • 2.5 Think365 reserves the right to alter or withdraw any service at any time, on giving current Clients prior warning.
  • 3 Exclusion of Warranties
  • 3.1 All conditions or warranties which may be implied or incorporated into these terms and conditions by law or otherwise are hereby expressly excluded to the extent permitted by law. In no circumstances whatsoever will Think365 be liable for economic, indirect or consequential loss.
  • 3.2 Think365’s Services are provided on an “as is” and “as available” basis and we make no warranties or representations, whether express or implied, in relation to Think365 or the Services, including but not limited to, implied warranties or conditions of completeness, accuracy, satisfactory quality, or any loss of data resulting from delays, non-deliveries, missed deliveries, or service interruptions.
  • 3.3 In any event the liability of Think365 to the Client in respect of an event or series of connected events arising out of or in connection with these terms and conditions whether in contract, damage (including negligence) or otherwise shall be limited to all sums payable in respect of the Services described in our Order Confirmation Email to you.
  • 4 Payment
  • 4.1 Think365 will only commence work for the Client after receipt from the Client a non refundable deposit of at least 33% of the quoted fee as stated in the Order Confirmation Email. The remainder of the payment will be due on completion of the website. The website will only be switched to Live Mode once the Client’s remaining balance is paid in full.
  • 4.2 The charges payable by the Client for the provision of the Services are set out in the Order Confirmation Email. If for any reason Think365 is unable to collect payment from the Client as it becomes due under these terms and conditions or in the event of default on payment by the Client this will constitute a material breach of these terms and conditions by the Client. Think365 shall have the right to require the Client to pay all sums due under these terms and conditions on demand.
  • 4.3 All invoices are due for payment within 30 days from the date of issue of the invoice, unless otherwise stated in the Order Confirmation Email.
  • 4.4 For accounts in default Think365 reserves the right to charge interest on the outstanding balance at a weekly rate of 3% above HSBC’s base lending rate. All payments due under these terms and conditions shall be made by the Client in full.
  • 4.5 All sums due to Think365 under these terms and conditions are quoted exclusive of Value Added Tax and any other applicable taxes which may from time to time be charged thereon in accordance with the relevant regulations in force at the time of making the taxable supply and shall be paid by the Client.
  • 4.6 Think365 reserves the right to terminate the services to the Client forthwith in the event of any default of payment.
  • 5 Termination
  • 5.1 The initial term shall commence when the Client starts using Think365’s services. This agreement will continue and payments will be taken according to the service subscribed to until the Client requests cancellation or if Think365 decides to terminate the agreement according to the terms below.
  • 5.2 Think365 (without prejudice to its other rights) may terminate this Agreement immediately if:
  • 5.2.1 the Client breaches any clause under these Terms and Conditions.
  • 5.2.2 Think365 is obliged to comply with an order, instruction or request of Government, an emergency services organisation, or other administrative authority, to cease to provide any service provided to the Client.
  • 5.2.3 the Client breaches Think365’s Acceptable Use Policy, or
  • 5.2.4 the provision of any service to the Client would give rise to or cause disruption to the services offered by Think365 to its clients.
  • 5.3 Without prejudice to its rights of termination at any time under Clause 5.2, Think365 shall have the right to suspend the provision of any Services without notice.
  • 5.4 If any invoice remains unpaid thirty (30) days after its due date, Think365 may without further notification or prejudice to any other remedy, suspend or disable the Service or, at its option terminate the Agreement. Termination due to non-payment shall not relieve the Client of its responsibilities under this Agreement, including the responsibility to pay all fees up to the date of termination.
  • 5.5 Think365 shall be able to terminate this agreement for any reason on giving the Client a minimum of 1 month’s notice at any time.
  • 5.6 The Client may terminate this agreement, by giving 30 days written notice by either e-mail, letter, or fax.
  • 5.7 In the event of termination, whether initiated by the Client or Think365 no refunds will be given.
  • 5.8 In the event of termination the Client shall immediately cease to make use of Think365’s Services.
  • 5.9 In the event of one party suffering an Insolvency event, then the other may, without prejudice to any other right or remedy, terminate this Agreement. Where the Client suffers an Insolvency event the Client shall be liable for the balance of payments outstanding.
  • 6 Acceptable Use Policy
  • 6.1 A breach of our Acceptable Use Policy will constitute a material breach of these terms and conditions and shall entitle Think365 to terminate the agreement pursuant to Clause 5.2.
  • 6.2 The Client shall not (or authorise or permit any other party to) use Think365’s Services for the transmission of any material which is in violation of any UK law or regulation. Such prohibited transmission might include, but is not limited to: copyright material, material legally judged to be threatening or obscene, material protected by trade secret, defamatory material. Any breach of this Clause will be deemed to be a material breach of this agreement and shall entitle Think365 to terminate the agreement pursuant to Clause 5.2 and for this purpose it shall be irrelevant whether the Client is aware of the content or illegality of any material so transmitted or not.
  • 6.3 Not withstanding and in addition to Clause 5.2 Think365 may suspend the Service without notice with immediate effect if in Think365’s reasonable opinion the Client is in breach of these Terms and Conditions or acted inconsistently with the spirit of these terms and conditions.
  • 6.4 The Client acknowledges that Think365 is unable to exercise control over the content of the information passing over the Think365 connection and/or the Think365 network and/or the Services, and Think365 hereby excludes all liability of any kind for the transmission or reception of infringing information of whatever nature.
  • 6.5 The Client hereby agrees to indemnify and holds Think365 harmless from any claim brought by a third party resulting from the use of the Think365 network, Services including but not limited to infringement of any intellectual property right of any kind, legislation or regulation. The Client shall defend and pay all costs, damages, awards, fees (including reasonable legal fees) and judgements finally awarded against Think365 arising from such claims, and shall provide Think365 with notice of such claims, full authority to defend, compromise or settle such claims and reasonable assistance necessary to defend such claims, at the Client’s sole expense. Such actions will be taken in consultation with the Client.
  • 6.6 The Client shall take reasonable efforts to keep all issued passwords, in relation to Services provided by Think365, private and confidential, and ensure they do not become known to other parties. If such passwords become known to other persons, it is the responsibility of the Client to inform Think365 immediately, so that breached passwords can be changed with immediate effect.
  • 7 Suspension of Services
  • 7.1 Think365 may, without terminating this agreement, suspend provision of any Services in whole or in part until further notice with immediate effect if:
  • 7.1.1 Think365 has reason to terminate this agreement in accordance with Clause 5;
  • 7.1.2 Think365 is obliged to comply with an order, instruction or request of Government, an emergency services organisation, or other administrative authority, or:
  • 7.1.3 Think365 needs to carry out work relating to upgrading or maintenance of the Think365 network but providing that Think365 has given the Client a reasonable period of notice practicable in the circumstances.
  • 7.2 If Think365 exercises its right of suspension in respect of an event referred to in Clause 7.1, this will not exclude its right to terminate this agreement later in respect of that or any other event, nor will it prevent Think365 from claiming damages from the Client resulting from such event if the Client is in breach of these terms and conditions.
  • 8 Website Creation
  • 8.1 Think365 cannot be held liable for any costs incurred, compensation or loss of earnings due to the failure to meet agreed deadlines.
  • 8.2 Think365 cannot be held liable for any costs incurred, compensation or loss of earnings due to the work carried out on behalf of the Client or any of the Client’s appointed agents.
  • 8.3 Think365 cannot be held liable for any costs incurred, compensation or loss of earnings due to the unavailability of the site, its servers, software or any material provided by its agents.
  • 8.4 Any quote will set out all work included. Any work carried out over and above this, or enhancements on agreed workings of applications are liable for further charges to be made.
  • 8.5 The Client is expected to test fully any application or programming relating to a website developed by Think365 before the website is made generally available for use. Where “bugs”, errors or other issues are found after the website is live, Think365 will endeavour to (but is not obliged to) correct these issues.
  • 8.6 It is the Clients responsibility to check all content on their site with regard to accuracy and breaches of clause 6.2. All errors and breaches of clause 6.2 must be reported to Think365 immediately.
  • 9 Domain Name Registration
  • 9.1 Think365 act as ‘agents’ on behalf of the Client, and all domain names are registered in the Client name (unless by prior authority).
  • 9.2 Domain names bought or renewed through Think365 cover the initial 2 year period of registration of the domain name, unless otherwise stated. Domain names shall be invoiced and failure to pay within the specified period may mean that rights to the domain name are given up by the holder.
  • 9.3 The Client is bound by the terms and conditions set out by the Naming Authority.
  • 9.4 Think365 have no control over the availability of domain names and cannot be held responsible for the availability of any domain name.
  • 9.5 Think365 may charge for any administration related to clause 9, as agreed to in advance by the Client.
  • 9.6 Think365 give no warranty that the domain name requested or purchased on behalf of a Client will not infringe the rights of any third party.
  • 10 Software
  • 10.1 All software remains the property of Think365 until full payment on the Agreement is received.
  • 10.2 All source code remains the intellectual property of Think365 at all times, unless further agreement is reached.
  • 10.3 No party other than Think365 may amend any software or source code without written consent from Think365.
  • 11 Data Protection
  • 11.1 Think365 reserves the right to put the names and other information relating to the Clients into a computerised directory for internal use, unless specific written instructions are received from the Client.
  • 11.2 Think365 reserves the right to provide information concerning your account and activities whilst using Think365’s services if we are requested to do so by the police or a regulatory or government authority in investigating illegal activities.
  • 12 Data Backup
  • 12.1 Think365 does not guarantee any storage or backup of client data.
  • 13 Support
  • 13.1 Think365’s will provide email and telephone support on all problems experienced by the client in relation to the Service provided to the Client. Think365 reserves the right to charge additional fees for support outside the boundaries of the Agreement.
  • 14 General Terms
  • 14.1 Other than in respect of the Client’s obligation to make payments neither party shall be liable in respect of any breach of this contract due to any cause beyond its reasonable control including but not limited to acts of God, flood, lightning or fire, industrial action, act or omission of Government or other competent authority, riot, war or act or omission of another party for whom that party is not responsible.
  • 14.2 Think365 shall have the right by notice to the Client to modify these terms and conditions at any time. It is the Client’s responsibility to check these terms and conditions for changes on a regular basis.
  • 14.3 These terms and conditions are governed by and shall be construed in accordance with the laws of England and the Client hereby submits to the exclusive jurisdiction of the English Courts.
  • 14.4 These terms and conditions represent the entire agreement between the parties.
  • 14.5 The Client may not sell, transfer or assign its rights or obligations under this Agreement without the written consent of Think365. No such assignment, even if consented to, shall relieve the Client of its obligations under this Agreement prior to the date of such an assignment.
  • 14.6 Think365 shall have the right to assign, sub-contract or otherwise deal with all or any of its rights and obligations under these terms and conditions to any third party.
  • 14.7 It is the Client’s obligation to notify Think365 of any defects in the Service. Notification of a defect does not entitle the Client to amend this agreement or bring it to an end, unless included as a breach of contract within these Terms and Conditions.
  • 14.8 The Client, by placing an order with Think365, hereby acknowledges that he/she has read and accepted the terms hereof.