Terms of Business
How we operate
Parties
The work to be undertaken is set out in the Project Agreement signed by both Ben Stillwell T/AS Stillwell Solutions (The Developers) and the Client or the Client's representative. The Project Agreement sets out the work to be completed by Stillwell Solutions and the cost of the web development.
Governance
The Project Agreement and terms of business set out below shall be considered a contract made in England and subject to English Law. The Parties to the contract irrevocably submit themselves to the exclusive jurisdiction of the English Courts.
Authorisation
The client is engaging The Developer, as a contractor for the specific purpose of developing and/or improving a World Wide Web site. The Client authorises the Developer to access the Hosting Service Provider account for uploading and/configuring the web site.
Domain Registration and standard hosting Service
If the Developer provides Hosting Service for the Client, the Developer will obtain a domain name (www.domainname.com) for the Client as specified by the Client, subject to the availability of the requested domain name. The price for Domain Registration will depend upon the domain name chosen.
The Developer may either secure a hosting account on behalf of the Client or the Client may secure a Hosting Service independently or utilize other available hosting space, such as that provided by an Internet Service Provider (ISP), at the Client's discretion. Hosting account setup, configuration, and maintenance are the responsibility of the Developer only if the hosting is secured and maintained by the Developer. Fees for Hosting Services secured by the Developer, if applicable, will be agreed separately. Hosting by 3rd parties is governed by respective hosting account TOS (Terms of Service) as specified.
Technical support
If the Client opts to maintain the site by himself after completion, the Developer will provide e-mail and telephone assistance to the Client's designated representative(s) regarding management of the Client's web site for a period of 30 days after the site is officially declared completed (see below). If the client finds the need for assistance after the 30-day period has expired, the Client will be offered an hourly rate or a Maintenance Agreement.
Text and Graphics:
The Client must supply all text, images and other content to be included in each web page. The Developer reserves the right to edit images and small amounts of text in the creation of the website. All graphics will be optimized for smaller file size to make them suitable for web use.
Compatability:
The Web Development will be developed using Macromedia® Dreamweaver, Macromedia® Fireworks and Macromedia® Flash. Designing a website to work fully in multiple browsers (and browser versions) can require considerable, extra effort. It could also involve creating multiple versions of code/pages. The Client agrees that the development is restricted as follows and that the Developer gives no warranties save for those outlines as follows. Stillwell Solutions represents and warrants that the web site design will work in:
- Microsoft® Internet Explorer versions 5 and up
- Netscape Navigator/Communicator version 4 and up
- Mozilla Firefox version 1.0 and up
No other warranties as to site browser compatibility will be incorporated into this agreement and no verbal or written representation should be construed as making such warranties.
Hourly Rate:
Such work under this contract will be billed at the hourly rate of £35/hour unless a different amount is agreed between the parties in writing. The project agreement defines the scope of work to be undertaken. From time to time additional work outside the scope of the project agreement will need to be undertaken.
Payment:
The cost of the web site development is incorporated in the Project Agreement. A deposit of 50% of the total estimated project cost shall be remitted upon signing this contract. The balance of 50%, is payable by the Client on acceptance of the web site. Additional expenses may be incurred during the web development process. Such expenses will include, but are not limited to, travel arising from the project and expenses acquired by the Developer shall be payable by the Client to the Developer in addition to the basic cost of the project. Any purchases authorised by the Client and made on behalf of the Client by the Developer as well as any intellectual property and licences acquired by the Developer on behalf of the Client will must also be paid for by the Client.
The website will be temporarily stored, for client review, on the Developer's server and will be uploaded to go live when full payment is received. All payments will be made in GBP Sterling. If paying by cheque, The Client agrees that should the bank return the cheque for any reason, the Client will be liable for any additional fees incurred by the Developer. The Client further agrees that should the bank return the cheques(s), for any reason, the Developer will charge the Client an additional fee of GBP £40.00.
The Developer reserves the right to remove web pages from viewing on the Internet until final payment is made and funds have been cleared to the Developer's bank account. If fees are incurred by the Developer to recover unpaid invoices; by the Client, the Client agrees to pay all fees incurred in that process.
If an amount remains outstanding for a period of 30 days after its invoice date, a charge of 2% per month will be added to the amount outstanding to cover costs and interest incurred by the Developer.
Payment of account must be by cheque or money transfer. Any fees incurred will be paid by the Client.
Client Amendments
The Developer strives to provide excellent customer service. To that end, the Developer encourages input from the Client during the design process. The Developer understands, however, that the Client may request significant design changes to pages that have already been built to the Client's specification. To that end this agreement does not include a provision for "significant page modification" or creation of additional pages in excess of the agreed maximum. If significant page modification is requested after a page has been built to the Client's specification, it is considered as an additional page.
Some examples of significant page modification at the request of the Client include, but are not limited to the following:
- Developing a new table or layer structure to accommodate a substantial redesign at the Client's request.
- Replacing more than 75% of the text to any given page at the Client's request.
- Creating a new navigation structure at the Client's request.
- Changing images in the site to match a site wide change in colour.
If the Client requests significant page modification, an additional charge will be made for each additional page based on the hourly rate specified above.
Maintenance Agreement:
Thirty (30) days of site maintenance is included in the cost of site development. Clients may choose to conclude a Maintenance Agreements after this period has expired. Such agreements will be the subject of a separate agreement.
Client or Third Party Page Modification
Some Clients will desire to edit independently or update their web pages after completion of the site as a way to control costs and avoid the expense of a maintenance agreement. If this option is selected and the Client or an agent of the Client other than the Developer attempts to update the web site and damages the design or impairs the ability for the web pages to display or function properly, time for the Developers to repair the web pages will be assessed at the hourly rate, the estimate of which will be communicated to the Client for acceptance before repair work begins.
Assignment of Project
The Developer reserves the right to assign or otherwise subcontract all or part of this project.
Copyright and Trademark
The Client represents to the Developer and guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to the Developer for inclusion in the Client's web site are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend the Developer and its subcontractors from any claim or suit arising from the use of such elements furnished by the Client.
Indemnification
The Client agrees that it shall defend, indemnify, save and hold the Developer harmless from any and all demands, liabilities, losses, costs and claims, including reasonable solicitor's fees associated with the Developer's work on the Client's web site. This includes liabilities asserted against the Developer, its subcontractors, its agents, its clients, servants, 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 Client.
The Client also agrees to defend, indemnify and hold harmless the Developer against liabilities arising out of any injury to person or property caused by any products or services sold or otherwise distributed over the Client's web site. This includes infringing the proprietary rights of a third party, copyright infringement, and delivering any defective product or misinformation which is detrimental to another person, organization, or business.
Ownership to Web Pages and Graphics
Copyright to the finished web pages produced by the Developer shall be vested with the Client upon final payment for the project. Graphics, text and/or source code elements, work-up files and computer programmes are specifically not transferred to the Client. The Client further acknowledges that any third party software is not owned by the Client.
Design Credit
The Client agrees that the web site created for the Client by the developer may be included in the Developer's portfolio. The Client specifically agrees that a link to the Developer's website will be incorporated into the Client's web site.
Nondisclosure
The Developer and subcontractors agree that, except as directed by the Client, it will not at any time during or after the term of this Agreement disclose any confidential information relating to the Client to any person whatsoever. Likewise, the Client agrees that it will not convey any confidential information obtained about the Developer to another party for any reason whatsoever unless authorised by the Developer. Or it is required to do so by a court of law.
Completion Date
The Developer and the Client will work together to complete the web site in a timely manner. The Developer agrees to make all reasonable efforts to complete this project no later than the mutually agreed dates.
Cancellation
Cancellation of the project at the request of the Client must be made in writing and sent to the Client at the address specified in this agreement. In the event that work is postponed or cancelled at the request of the Client, the Developer shall have the right to retain any payments received up to the date of such cancellation. Any work completed by the Developer but not covered by payments made shall be charged to the Client at the agreed hourly rate of the Developer. A detailed invoice will be submitted by the Developer. In addition, and irrespective of the actual work completed, a cancellation fee of 10% of the total project costs shall be payable by the Client to cover the disruption of the Developer's work planning and schedule.
Severability:
In the event that any specific portion of this contract is deemed legally unenforceable, the remaining portion of this contract is still considered valid to the extent allowable by law.
No liability for consequential damages:
The Developer, or its suppliers shall not be liable to the Client for any consequential, special, incidental, direct, or indirect damages or losses of any kind arising out of the delivery, non-delivery, performance, non-performance or use of the web site, web pages or code.
Inspection and Testing:
The Client agrees and acknowledges that the Client will thoroughly inspect and test the web site, web page or code for all of the Client's purposes during 'pre-release' testing.
Entire Agreement
This is the entire agreement between the Client and the Developer, and supersedes any prior agreement or understanding, whether written or oral as appropriate. Any variation to the contract terms must be agreed in writing between the parties.
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