Wish Agency Limited - Terms & Conditions

In the following, references to “the Company” shall mean Wish Agency Ltd, its employees, affiliates, agents, third-party information providers, merchants, licensors or the like.

PRICE VARIATION – Estimates & quotations are based on the Company’s current costs of production and unless otherwise agreed are subject to amendment on or at any time after acceptance to meet any rise or fall in such costs. Any estimate or quotation issued by the Company does not constitute an offer and acceptance of any order placed by the client is subject to the Company’s written confirmation.

TAX – The Company reserves the right to charge the amount of any taxes, Value Added Tax, duties or royalties etc, which are payable, whether or not included on the estimate or invoice.

PRELIMINARY OR SPECULATIVE WORK – All work carried out, whether experimentally or otherwise, at the clients’ request will be charged. We do not enter into speculative work unless written confirmation is obtained from the Company beforehand.

ADDITIONAL COSTS – Additional costs will be incurred for any work not specified on the original brief or if changes are made requiring several hours work. Where such additional work is requested the costs will be advised and agreed prior to the work being done.

COPYRIGHT – The client shall be responsible for obtaining all necessary authority, permission and/or licences to reproduce third party content, e.g., typefaces, imagery, artwork, photographs etc. The client will indemnify the Company and their agents for any claim arising therefrom.

COMPANY ACKNOWLEDGMENT – Unless otherwise specifically requested in writing prior to work commencing, all websites will carry our company imprint (and link to our website) and the Client’s website, logo and work produced may be used in the Company’s marketing activities online and offline.

DELIVERY & PAYMENT – Completion of the website construction constitutes delivery and a final invoice will be raised which will be due for payment in accordance with the terms stated thereon. On certain classes of work the Company reserves the right to insist on payment being received prior to the commencement of work or in stages during production. Should work be suspended at the request of / delayed through any default of the client then the Company shall be entitled to payment for all work carried out.

COMPLETION DATES – No completion dates can be guaranteed unless specified in writing and confirmed by the Company’s written order confirmation. Any dates so agreed will be subject to the client not introducing any delays or making amendments to the original specification. The Company shall not be liable for any costs arising from delays caused for whatever reason and shall not be liable for any claims for consequential loss arising from any delays.

OWNERSHIP – All work produced by the Company (and the copyright thereof) whether speculatively or by specific commission shall remain the property of the Company until such time as full payment is received. After full payment has been received the ownership of any work developed specifically for that website will become the property of the client. This excludes any third-party applications, mg landing pages, server software, content that has been pre-developed by the company / any other licensed material used for the website.

CLAIMS – The client will have the opportunity to test the website for 14 days prior to it being made available to the public. All queries should be notified within this period for correction and in any event must be notified in writing within 7 days of the site going live. Any corrections or amendments notified outside of these times may be chargeable. By instructing the company to make the site publicly available, the client confirms that they have thoroughly tested the website and the company will not accept liability for any errors or omissions therefrom.

DOMAIN NAMES – All names are registered and managed in accordance with the terms and conditions of the naming authorities (Full details are available on request) and it is the responsibility of the client to renew the domain name on expiry. Domain names will only be released to other service providers under the following circumstances, 1) All outstanding fees due are paid in full. 2) A written request is submitted on the clients’ company letterhead and signed by an authorised member of staff.

WEBSITE PROMOTION – Website promotion will only be undertaken by the Company if specified on your order confirmation. The Company is then responsible for carrying out the promotional activities specified within the order confirmation but is unable to guarantee the results.

LIMIT OF LIABILITY – The client agrees that the Company shall, under no circumstances, be liable for any special, indirect, incidental, punitive, exemplary, or consequential

damages resulting from loss of profits, arising out of or in connection with this Agreement, and in particular the Company will not be liable for the following: (a) suspension or loss of your domain registration; (b) use of your domain name registration; (c) interruption of your business; (d) access delays or

interruptions to any web sites accessed by your registered domain name; (e) non-delivery, mis-delivery, corruption, destruction, or modification of data including Personal Data; (f) suspension of any accounts you hold with third party companies; (g) any losses arising from errors made managing advertising budgets with third parties (h) any losses related to work undertaken under this or subsequent marketing agreements between us.

CLIENTS PROPERTY – Whilst every care is taken, the Company cannot accept any responsibility for loss or damage to artwork, photographs, transparencies, disks etc. Any liability shall be limited to there placement cost of the material up to a maximum value of £150. Should any such material have a specific intrinsic value then the client should insure accordingly.

LATE PAYMENT AND INSOLVENCY – If the client ceases to pay their debts in the ordinary course of business or does not or cannot pay their debts as they become due or being a company is deemed unable to pay its debts or has a winding up petition issued against it or being a person commits an act of bankruptcy or has a bankruptcy petition issued against him the Company without prejudice to other remedies shall: 1) Have the right not to proceed further with the contract or any other work for the client and be entitled to charge for work already carried out whether completed or not, such charge to be an immediate debt due to them. 2) Have the right to terminate any hosting agreements or name registrations and disconnect the site from the web at the expiry of 7 days’ notice. In the event of any such disconnection the Company shall charge a £75 reconnection fee which will be payable together with all outstanding monies due to the Company prior to reconnection. In the event that the debt remains unpaid, the ownership of the domain name may be transferred to the Company as the paying entity for the registration. The Company may reinstate your domain name registration at its sole discretion upon its receipt of the registration or renewal fee and its then current reinstatement fee.

ILLEGAL MATTER – The Company shall not be required to handle any matter which in their opinion is or may be of an illegal or libellous nature or an infringement of the proprietary or other rights of a third party. The Company reserves the right to refuse to handle any matter which in their opinion may be prejudicial or detrimental to the good of the Company’s business. The Company shall be indemnified by the client in respect of any claims, costs and expenses arising out of any libellous matter or any infringement of copyright, patent, design or of any other proprietary or personal rights contained in any material produced for the client. The indemnity shall extend to any amounts paid for legal advice in settlement of any claim and any costs incurred in taking that advice.

OTHER SERVICES – Hosting and ongoing management of your website and/or email shall be the subject of a separate agreement, the conditions of which are available on request. Any advice, information or introductions regarding other services and current legislation relative to the website are given without prejudice or liability to the Company and the client must ensure that any such services are suitable for themselves.

LAW – These conditions and all other express terms of the contract shall be governed and construed in accordance with the laws, and the jurisdiction of England and Wales

DATA COMPLIANCE – (a) Personal Data that you provide (the “Personal Data) shall be held securely and confidentially by us as a Data Processor and according to your specific written instructions as you are the Data Controller. (b) You warrant that you supply any Personal Data (with proper consents or notices) in compliance with, and we also agree to comply with, the requirements of the UK Data Protection Act 2018 (the “Act”). “Personal Data” and “Data Processor” shall have the meanings set out in the Act. Before supplying any Personal Data, you agree to complete the Data Processing Form that we will provide to you on your request. (d) We will keep any records we are required to by the Act and provide these on reasonable request by you at your cost. (e) We won’t transfer the Personal Data outside of the European Economic Area. (f) When our services are complete, or our contracts are terminated we will provide the Personal Data back to you in the same format it was stored in, or we will delete it on your request. We will delete the Personal Data if you don’t notify us within 10 calendar days after this agreement is terminated. (g) We will reasonably assist you at your cost by providing reports and other assistance required by you to comply with the Act on request. (h) We won’t share the Personal Data with any other third parties without your written approval. (i) We will and You (Client) will have in place and maintain appropriate technical and organisational measures in order to adequately protect the Personal Data. We will notify each other where one of us becomes aware of a Personal Data breach where required by the Act. (k) You (the Client) will indemnify us (the Company) for any loss resulting from

your non-compliance with the Act in relation to your instructions and the Personal Data you provide. (l) We will act in accordance with the above obligations in relation to the Personal Data unless we are required to do otherwise in accordance with any applicable laws, where this is the case we will inform you if we are legally able to do so. (m) Business Information regarding your account and trading record will be held on our database but will only be used for our legitimate interest of marketing (of our services/products to you) and accounting purposes unless you opt-out.

Project Terms – Orders placed by the customer must be in writing. In the absence of written instructions, the company will complete work in accordance with its own understanding of the customer requirements. Any work rejected by the customer remains the property of Wish who reserve the right to charge the customer for any rejected work. Wish will re-quote projects on presentation of the final brief. All prices exclude VAT, images and customer amendments. Customer amendments are charged at the agreed hourly rates. Out of pocket (e.g. travel and subsistence) and specific office expenses (e.g. prints, postage etc.) are not included in quotations and are charged to the customer at cost. Invoices are due for payment within 30 days of the date of invoice. Accounts remaining unpaid after the due date may be liable to a surcharge at our discretion. Any invoice queries must be raised in writing with our accounts department within 7 days of invoice. No discussion or adjustment is possible after that time. All goods remain the property of Wish Agency Ltd. until payment is received in full. Work is accepted by Wish Agency Ltd. on the specific understanding that under the 1988 Copyright and Patents Act, the copyright release of license to copy and reproduce has been received by our customers. Clients must assume liability and indemnity for any resulting violation of copyright in any action brought by a third party.