Definitions

"Estate Apps" refers to the business named Darknight Designs Ltd (trading as Estate Apps), of 87 Whitehorse Lane, South Norwood, London, SE25 6RA, UK.

The “Client" includes the person or company requesting products / services from “Estate Apps” (either directly or on behalf of another entity).

“Agreement” means these Terms and Conditions.

“You” or “Client” means the Client company who has read this agreement.

“Service” means the products and/or services offered by Estate Apps.

“Subscription” refers to the monthly subscription, the amount of which is specified before commencing any project.

“Monday to Friday” excludes all national holidays and the period between Christmas day and New Year's day.

  1. Minimum Terms / Notice Period
    1. The agreement is for a rolling 12-month term for all products / services provided by Estate Apps (including but not limited to Website Design, Mobile Apps, SEO and Social Media Management).
    2. Either party can give notice to end the rolling agreement. The notice period required by either party is 30 days.
    3. Any cancellation notice must be received in writing or email and acknowledged by a cancellation email from Estate Apps to end the agreement. Upon giving notice to end an agreement, the final month of the subscription charges will become due in full.
    4. Failure to confirm cancellation will result in a continuation of the monthly subscription.
    5. Estate Apps will automatically continue the agreement after the minimum 12 month term and will not seek a resigning of an agreement. You, not Estate Apps, are responsible for ending the agreement as of conditions set out in term 1.3.
  2. Payment Terms
    1. For recurring subscriptions, payment terms are monthly in advance and payment should ideally, be made by Standing Order.
    2. For any product / service that requires a setup / development cost, we request 50% upfront before any works commence, with the final 50% paid on completion.
  3. Invoicing and Renewal
    1. Estate Apps charges and collects in advance for use of the Service
    2. Invoices are sent via email. Invoices are due within 28 days of receipt after which, a reminder will be sent to the Client. If the invoice has not been settled after 60 days then Estate Apps will consider the account to be in default (see 4).
    3. Estate Apps will automatically renew your subscription and invoice you each month / quarter.
    4. Invoices will be provided by Estate Apps upon completion of any work for Website Design and any associated services.
    5. Estate Apps fees are exclusive of VAT. VAT will be charged at the appropriate rate. If you believe your invoice is incorrect, you must contact Estate Apps in writing within 28 days of the invoice date.
  4. Late Payment, Suspension and Termination
    1. Estate Apps reserves the right to suspend or terminate this agreement and your access to the Service with immediate effect if your account falls into arrears on the close of business of 28th day of the month.
    2. Service will be suspended on 29th day of the month if payment is not received. Once payment or proof of payment has been received, service will be reinstated immediately.
  5. Subscription Fee
    1. Estate Apps grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Estate Apps.
    2. The subscription fee starts on the date stipulated by Estate Apps in the first invoice (and is billed in quarterly instalments)
    3. Estate Apps reserves the right to amend the subscription fee, to which we will give you a minimum of 3 months notice. Notice will be provided by email. There will be no more than one amendment per 12 month period to the standard Subscription Fee. This 12 month minimum period excludes any increases in package upgrades as set out in the Estate Apps subscription levels and packages.
    4. Estate Apps reserve the right to limit some software features to different subscription fee packages, and to access these features you may be required to upgrade your subscription.
  6. Subscription Upgrade
    1. Estate Apps will monitor your Website hard disk space usage, property listing and branch numbers (where applicable).
    2. When any of these exceed the Subscription limits as set out in your agreement and the Estate Apps subscription package, you will be automatically upgraded to the corresponding Subscription. Estate Apps will bill you the cost of the corresponding Subscription from that point in time onwards.
    3. If your hard disk space usage, property listing or branch numbers reduce, the Subscription will not be automatically downgraded. If you wish to downgrade you must contact Estate Apps to arrange a downgrade date (subject to the initial minimum term).
    4. If you have paid in advance you cannot reclaim the Subscription price difference.
  7. Restrictions
    1. You may not access the Service if you are a direct competitor of Estate Apps, except with Estate Apps prior written consent.
  8. Your Responsibilities
    1. You are responsible for all activity occurring under your user accounts (logins).
    2. You shall notify Estate Apps immediately of any unauthorised use of any password or accounts or any other known or suspected breach of security.
    3. You may not allow any third parties access to Estate Apps platform.
    4. Estate Apps will from time to time upgrade and modify, the software, websites, SOAP services and API service. As a subscriber of the service, you must accept the upgrade or modification. You are responsible for monitoring upgrade release notes and technical specifications and assess the impact these changes have on your business and websites. Estate Apps is not responsible for the cost of implementing changes due to the impact of the upgrade or modification.
    5. Estate Apps cannot be held responsible for any losses due to bugs or errors in the software.
    6. Estate Apps reserve the right to limit, suspend or discontinue aspects of the software, websites, SOAP services, API service or any other services provided. We will give reasonable notice of the limiting, suspension or discontinuation, and Estate Apps cannot be held responsible or liable for any loss or damage suffered by you, whether direct, indirect or consequential.
  9. Support hours
    1. We provide free support hours (2 hours as standard), on a monthly basis, with our subscriptions to amend existing content or features to suit your needs wherever possible. Features (or pages) that are deemed “new additions” will be quoted for and handled separately. Any bugs / problems with the site are always resolved without charge.
  10. Telephone Support Availability and Cost
    1. Available from Monday to Friday 9:30am to 5:00pm.
    2. Telephone support is included in the monthly subscription fee.
  11. Email Support Availability and Cost
    1. Available from Monday to Friday 9am to 5:30pm.
    2. Email support is included in the monthly subscription fee (and is our preferred method of communication).
  12. Charges
    1. Any re-designs to the Website will be charged at an additional modification fee, text changes are inclusive of the monthly Subscription fee. You, not Estate Apps, are responsible for the content and accuracy of the website.
    2. Estate Apps will own the distribution rights to the graphics.
    3. Any project built on the Estate Apps platform is hosted on internal servers. With any project built outside of this, hosting via a 3rd party will need to be specified and agreed in advance.
    4. Any stock imagery purchased on behalf of the client is chargeable and will be added to the final development invoice.
    5. Any text content will be provided by the client unless specifically stated otherwise. Estate Apps do provide content writing services but this service is sold separately and not combined within a standard Website project.
  13. Business Continuity
    1. In the event of a total physical failure of the main cluster of servers, the data will be recovered from the previous night's data backup and reinstated.
  14. Client Review
    1. Estate Apps will provide the Client with an opportunity to review the appearance and content of the Website during the design process and once they are completed. At each stage, the client must approve the works carried out, via email. After approval, any additional amendments will be chargeable separately.
  15. Client Review - Revision Period
    1. The Client has a period of 8 weeks from the first design draft (after initial consultation) being submitted to sign-off the final version, after which time, the client will be invoiced for the full fee stated within the proposal. The period may be extended upon mutual agreement between the Company and the Client.
  16. Project Schedule and Content Control
    1. In the majority of projects, Estate Apps will install and publicly post or supply the Client's Website by the date specified in the project proposal. If no such date is specified, the timescale shall be within six to eight weeks of the date initial payment is received from the Client, unless a delay is specifically requested by the Client and agreed by Estate Apps. An alternate time scale can be agreed during the initial project discussion.
    2. In return, the Client agrees to delegate a single individual as 'first-point-of-call' to aid Estate Apps with completing the project in a satisfactory and expedient manner.
    3. During the project, Estate Apps will require the Client to provide copy and images. If content is not provided within four (4) weeks of an official request by email then Estate Apps reserves the right to advise the Client of a revision to the final balance based on new or revised pricing schedules that may be introduced from time-to-time. If content is not provided within six (6) weeks from the original email request then the Client is considered to be in default of the project, the project will be terminated and the Client sent the final invoice for immediate payment. Estate Apps will agree, at its discretion, to recommence the project after agreement is reached on a new quotation document and once the original fees have been paid.
  17. Data
    1. You, not Estate Apps, shall have sole intellectual property ownership or right to use of your Customer Data, and are responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of that data.
    2. Estate Apps is not responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data.
    3. Estate Apps reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, your non-payment.
    4. If you terminate your service, Estate Apps will delete your data 30 days after the confirmed termination and/or switch off date.
    5. Estate Apps reserves to right to report on trends of your data.
    6. Each Subscription includes 1-2GB of data storage. Once you exceed the limit, Estate Apps will automatically upgrade your storage plan by 2 GB, and charge the storage plan upgrade to your monthly subscription fee.
  18. Internet Delays
    1. Estate Apps SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS.
    2. Estate Apps IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
  19. Default
    1. If the Client in default has any information or files on Estate Apps’ Web space, Estate Apps can, at its discretion, remove all such material from its web space. Estate Apps is not responsible for any loss of data incurred due to the removal of the service. Removal of such material does not relieve the Client of the obligation to pay any outstanding charges assessed to the Client's account. Cheques returned for insufficient funds will be assessed a return charge of £50 and the Client's account will immediately be considered to be in default until full payment is received. Clients with accounts in default agree to pay Estate Apps reasonable expenses, including legal fees and costs for collection by third-party agencies, incurred by Estate Apps in enforcing these Terms and Conditions.
  20. Copyright
    1. The Client retains the copyright to data, files and graphic logos provided by the Client, and grant’s Estate Apps the right to publish and use such material. The Client must obtain permission and rights to use any information or files that are copyrighted by a third party. The Client is further responsible for granting Estate Apps permission and rights for use of the same and agrees to indemnify and hold harmless Estate Apps from any and all claims resulting from the Client's negligence or inability to obtain proper copyright permissions. A contract for Website design and/or placement shall be regarded as a guarantee by the Client to Estate Apps that all such permissions and authorities have been obtained. Evidence of permissions and authorities may be requested.
    2. Estate Apps owns the intellectual property rights to their platform (everything that's been coded or developed either as part of your project or as part of the main platform). Estate Apps will license it’s use to you as part of the subscription, exclusively and in perpetuity for this project only, unless we agree otherwise.
  21. Media Delivery Requirements
    1. Unless otherwise specified in the project quotation, this Agreement assumes that any text will be provided by the Client in electronic format (ASCII text files delivered via e-mail, CD-Rom, DVD, or FTP) and that all photographs and other graphics will be provided physically in high quality print suitable for scanning or electronically in .jpeg, .png or .ai format. The specific requirements will be discussed and agreed with the Client prior to commencement of the project. Although every reasonable attempt shall be made by Estate Apps to return to the Client any images or printed material provided for use in creation of the Client's Web site, such return cannot be guaranteed.
  22. Access Requirements
    1. If the Client's Website is to be installed on a third-party server, Estate Apps must be granted temporary read/write access to the Client'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.
  23. Post Project Alterations
    1. Estate Apps cannot accept responsibility for any alterations caused by the Client or a third party occurring to the Client's pages once installed. Such alterations include, but are not limited to additions, modifications or deletions. Estate Apps may require a one-off Web Development charge before resolving any issues that may arise.
  24. Third Party Services
    1. Estate Apps may require the usage of third party services - for example, credit card processing or live chat facilities - to complete the Client's project requirements and will ensure these services are integrated into the project and working correctly upon completion. Estate Apps cannot be held responsible for subsequent changes or issues with these third party services that may result in issues on the Client's website and may require a one-off Web Development charge before resolving any problems that may arise.
  25. Property Portal and Website Uploads
    1. Estate Apps provides websites, SOAP or FTP upload to websites and property portal uploads inclusive to the monthly subscription.
    2. You, and not Estate Apps, are responsible for checking daily that the data has been received by the website and property portal upload. Estate Apps cannot be held responsible for the effects of data not being uploaded.
  26. Domain Names
    1. The client may wish to purchase the domain themselves or Estate Apps may purchase domain names on behalf of the Client, in which case they will then be renewed on an annual basis and the Client will be invoiced by Estate Apps. In either case, the domain is always registered to the client. For all domains (.com, .co.uk etc), a reminder email will be sent out to the client before the domain expires at thirty (30) days before expiration. The loss, cancellation or otherwise of the domain brought about by none or late payment is not the responsibility of Estate Apps.
    2. The Client should keep a record of the due dates for payment to ensure that payment is received in good time.
  27. Marketing
    1. From time to time Estate Apps may use your company and logo for marketing purposes.
    2. If you do not wish your logo (or project details) to be used in Estate Apps marketing, you need to let Estate Apps know via email.
    3. Estate Apps will not pass your information or logo onto third parties without your consent.
  28. Modification to Terms
    1. Estate Apps reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time.
    2. You are responsible for regularly reviewing this Agreement.
    3. Your continued use of the Service will be deemed acceptance of these terms and conditions and any amendments made to them from time to time.
    4. From time to time Estate Apps may offer you access to new services. You will be notified of additional terms relating to such new services and any use by you of the new service shall be deemed acceptance by you of such additional terms.
  29. General
    1. These Terms and Conditions supersede all previous representations, understandings or agreements. The Client's signature or payment of any invoice constitutes agreement to and acceptance of these Terms and Conditions.
  30. Governing Law and Jurisdiction
    1. This Agreement will be governed by English and Welsh law and both parties agree to be bound by the exclusive jurisdiction of courts in England and Wales.