WEB DESIGN AND DEVELOPMENT AGREEMENT AND TERMS AND CONDITIONS.pdf
WEB DESIGN AND DEVELOPMENT AGREEMENT AND TERMS AND CONDITIONS
1. Authorisation.
The CLIENT is engaging Sarah Hayes, as an independent contractor for the specific project of developing and/or improving a World Wide Website to be installed on the CLIENT’s web space located on an ISP’s web server. If Sarah Hayes is not hosting the website then the CLIENT hereby provides Sarah Hayes with any necessary “write permissions” for the CLIENT’s web page directory, cgi-bin directory and any other directories or programs that need to be accessed for this project.
Should the CLIENT choose to host the website with a 3rd party ISP it is the clients responsibility to ensure that the hosting account meets the technical requirements of the website and the client agrees to liaise with the ISP regarding all support matters.
The client also agrees to allow Sarah Hayes to use the website and screenshots as a reference in her advertising and marketing material.
2. Warranties.
Sarah Hayes represents and warrants to the CLIENT that she has the experience and ability to perform the services required by this CONTRACT; that she will perform said services in a professional, competent and timely manner; that she has the power to enter into and perform this CONTRACT; and that her performance of this CONTRACT shall not infringe upon or violate the rights of any third party or violate any laws. However, the CLIENT will not determine or exercise control as to general procedures or formats necessary to have these services meet the CLIENTS satisfaction.
The CLIENT represents and warrants to Sarah Hayes that it will provide the material as required in a professional, competent and timely manner; that it has the power to enter into this Agreement; and that its performance of this CONTRACT shall not infringe upon or violate the rights of any third party or violate any laws.
3. Fees.
The website includes the number of pages and features specified in the SPECIFICATION and/or QUOTATION. In case the CLIENT desires additional standard web pages beyond the original number of specified in this CONTRACT, the CLIENT agrees to pay £35.00 per additional standard web page. There will be no reduction in cost if the client chooses to reduce the number of pages once development has commenced. Where additional custom programming is required this will be charged at the appropriate rate specified from the current price list. Payment for additional work is due on instruction.
4. Maintenance.
This CONTRACT does not include any maintenance or security updates. Web page and website maintenance will be the responsibility of the CLIENT. If a SUPPORT CONTRACT is entered into between Sarah Hayes and the CLIENT, it will be contained within its own document and not connected to this CONTRACT. However, this CONTRACT does include minor modifications and corrections requested within a two-week period up to an average of 10 minutes per page, including updating links and making minor changes to a sentence or paragraph. It does not include removing nearly all the text from a page and replacing it with new text. If the CLIENT or an agent other than Sarah Hayes attempts to update the CLIENT’s pages during this time, time to repair the website or pages will be assessed at the hourly rate of £45.00 per hour and is not included as part of the modification time.
5. Payments and Payment Methods.
All services agreed to in this CONTRACT shall be sold for the price specified in the QUOTATION. Payment by bank transfer or debit/credit card via PayPal or standing order. Bank and PayPal details are shown on all invoices and statements. Payment by cheque and postal order is only acceptable by prior agreement. Only once a payment is cleared funds will it be deemed received.
Preferred payment methods are: Bank transfer, Standing Order, Cash, PayPal and debit or credit card via PayPal.
International customer: The only accepted payment method for International customers is Bank Transfer
Payment by cheque and postal orders: Payment by cheque or postal order is only acceptable by prior agreement. If paying by cheque or postal order additional terms and conditions may apply to your project and there may be an additional administration charge of £25.00 to cover the time and inconvenience of banking your payment.
6. Payment Terms.
Unless otherwise stated the following standard terms apply.
Joomla, Mambo, Virtuemart or other Content Management System (CMS) and E-Commerce development projects
1. Project/work undertaken under £1000.00 require full payment on instruction
2. Projects from £1000.00 to £5000.00
I. Require a minimum deposit/initial payment of fifty percent (50%) of the project cost to secure booking.
II. The cost of purchasing any third party components or images is payable on instruction. Alternatively the client may purchase these independently and provide them to Sarah Hayes no later than 7 days before commencement of the project.
III. The balance is payable within 7 days of completing the project as per the original quotation and cleared payment must be received before the project is handed over or goes live.
IV. Any additional work instructed once development has been commenced is payable in full on instruction
3. Projects over £5000.00
I. A minimum deposit/initial payment of thirty five percent (35%) of the design and development project cost and the total amount of software license fees, hosting and training is required to on instruction to commence work.
II. A further thirty percent (30%) is payable when the screenshots have been produced and the design concept approved or the design concept is used.
III. The balance is payable within 7 days of completing the project as per the original quotation and cleared payment must be received before the project is handed over or goes live.
IV. Any additional work instructed once development has been commenced is payable in full on instruction
Template development projects
1. Full payment is required on instruction
Modules and Component development or modification projects
As a sole project
1. A minimum deposit of fifty percent (50%) is payable on instruction
2. The balance is payable on completion and before the component in handed over or installed on the live server
3. Any additional work instructed once development has been commenced is payable in full on instruction
All other training, consultancy and development services
Full payment on instruction unless otherwise detailed in the quotation or project proposal.
7. Additional Expenses.
With the prior written permission or acceptance of the quotation the CLIENT agrees to reimburse Sarah Hayes for any additional expenses necessary for the completion of the work. Examples would be purchase of scripts, software, special fonts, stock photography and images.
8. Additional Services.
Any revisions, additions or redesign the CLIENT wishes Sarah Hayes to perform not specified in the project quotation or specification shall be considered “additional” and will require a separate payment. Full payment is required on instruction.
9. Completion Date.
Sarah Hayes and the CLIENT must work together to complete the website in a timely manner. Much of this depends on receiving the appropriate images, text and payments from the CLIENT on time. We agree to work expeditiously to complete the website in a professional and timely fashion. If however the completion of the site has been delayed due to the client not supplying data, text, images or payments then the balance of the project will become due 14 days after we have completed development of the website structure, programming and pages minus any content or material not provided by the CLIENT. Sarah Hayes reserves the right to assign subcontractors to this project to ensure the right fit for the job as well as on-time completion. Sarah Hayes will be responsible for the final results of the project.
10. Copyright and Trademarks.
The CLIENT represents to Sarah Hayes and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks or other artwork furnished to Sarah Hayes for inclusion in the web pages 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 Sarah Hayes and its subcontractors from any claim or suit arising from the use of such elements furnished by the CLIENT.
11. Limited Liability.
The CLIENT hereby agrees that any material submitted for publication will not contain anything leading to an abusive or unethical use of the Web Hosting Service or Host Server. Abusive and unethical material and uses include, but are not limited to, pornography, obscenity, nudity, violations of privacy, computer viruses, any harassing and harmful material or uses, any illegal activity or material avocation illegal activity and any infringement of privacy or libel.
The CLIENT hereby agrees to indemnify and hold harmless Sarah Hayes from any claim resulting from the CLIENT’s publication of material or use of those materials. The CLIENT hereby agrees to indemnify and hold harmless Sarah Hayes in any claim resulting from the submission of illegal materials. If Sarah Hayes shall acquire an Internet domain name on behalf of the CLIENT, then in such case the CLIENT hereby waives any and all claims which it may have against Sarah Hayes for any loss, damage, claim or expense arising out of or in relation to the registration of such domain name in any on-line or off-line network directories, membership lists, or registration lists, or the release of the domain name from such directories or lists following the termination of the providing of this service by Sarah Hayes for any reason.
12. Copyright to Web Pages.
Copyright to the finished, assembled work of web pages, templates, websites, source code and instruction manuals produced by Sarah Hayes are owned by Sarah Hayes. Upon full and final payment of this CONTRACT, the CLIENT is assigned rights to use as a website, the design, graphics and text contained in the finished, assembled website. Rights to photos, graphics, source code, work-up files and computer programs are specifically not transferred to the CLIENT, and remain the property and copyright of their respective owners.
Re-selling, distributing or re-using any templates, source code, designs, layouts, or graphics is prohibited without the prior written permission of Sarah Hayes and/or the respective owners. The CLIENT is assigned the rights to use the template on one website only. The CLIENT may keep one backup copy for recovery purposes only.
50% of the original template development charge will become payable by the CLIENT for every additional use of the template whether on a website owned and/or controlled by the CLIENT or not.
50% of the original component or module modification or custom module or component development charge will become payable by the CLIENT for every additional use of the module or component or modification whether on a website owned and/or controlled by the CLIENT or not
Modification of the templates, modules or components by the client or a 3rd party does not effect these terms.
This does not effect the rights of respective copyright owners
13. Authorship Credit.
Sarah Hayes will include a byline, hyperlink and/or mata tags establishing authorship credit. The CLIENT agrees not to remove, hide, have removed or have hidden this byline without prior written permission from Sarah Hayes and paying the appropriate fee which is normally equal to 20% of the project cost.
14. Nondisclosure.
Sarah Hayes, except as directed by the CLIENT, or if required to do so by law, will not at any time during or after the term of this CONTRACT disclose any Confidential Information to any person whatsoever.
15. Cancellation and Refund Policy.
In the event that work is postponed or cancelled at the request of the CLIENT, the CLIENT will forfeit any deposit paid under this AGREEMENT. Sarah Hayes shall have the right to bill pro rata for work completed to the date of that request and for any software, scripts images or other items purchases for the project, while reserving all rights under this CONTRACT. If additional payment is due, this shall be payable within 7 days of the CLIENT’s notification to stop work. In the event of cancellation, the CLIENT shall also pay any expenses incurred by Sarah Hayes and Sarah Hayes shall own all rights to the work. The CLIENT shall assume responsibility for all collection of legal fees necessitated by default in payment.
16. Payment of Fees.
In order for Sarah Hayes to remain in business, payments must be made promptly. Invoices are due upon receipt. If payment is not received within 7 days I reserve the right to stop work until full payment of the project has been received. If an amount remains outstanding thirty days after its due date, an additional five percent (5%) above the Bank of England base rate, penalty will be added for each month the invoice remains outstanding. Sarah Hayes reserves the right to remove web pages and websites from viewing on the Internet and block email accounts until final payment is made. Sarah Hayes is not responsible for any loss of business this may cause. In case collection proves necessary, the CLIENT agrees to pay all fees incurred by that process.
17. Updates and Support Services.
All requests and acceptances must be logged via the Support Website at http://support.sarahhayes.co.uk. Emails should be sent to
The following rates apply:
During normal weekday office hours
- Non-Support Contract Requests
o Standard site updates, template tweaks, component installation, component development, software upgrades and site maintenance, support work required to be carried out during normal office hours.
Rate £65.00 per hour. Payment required on instruction.
- Support Contract Requests
o Standard site updates, template tweaks, component installation, component development, software upgrades and site maintenance, support work required to be carried out during normal office hours.
Support contract customers £45.00 per hour. (over and above the inclusive hours contracted). Payment required on instruction.
Support contract and hosting customers £35.00 per hour. (over and above the inclusive hours contracted). Payment required on instruction.
Out of hours or emergency and short notice
- Non-Support Contract Requests
o Standard site updates, template tweaks, component installation, component development, software upgrades and site maintenance, support work required to be carried out during normal office hours.
Rate £95.00 per hour. Payment required on instruction.
- Support Contract Requests
o Standard site updates, template tweaks, component installation, component development, software upgrades and site maintenance, support work required to be carried out during normal office hours.
Support contract customers £65.00 per hour (over and above the inclusive hours contracted). Payment required on instruction.
Support contract and hosting customers £55.00 per hour (over and above the inclusive hours contracted). Payment required on instruction.
18. Entire Understanding.
This CONTRACT constitutes the sole agreement between Sarah Hayes and the CLIENT regarding the Web Design and Development Service. It becomes effective when the CLIENT instructs Sarah Hayes to commence work. This CONTRACT shall be governed and construed in accordance with the laws of the United Kingdom. The parties agree that if any part, term or provision of this Agreement shall be found illegal or in conflict with any valid controlling law, the validity of the remaining provisions shall not be affected thereby.
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