TERMS OF SERVICE
The terms set out in this agreement (“Contract”) and these terms and conditions (together the “Terms”) constitute the only terms and conditions under which Code Creative Ltd (“the Company”) enters into an agreement with the Client (named on invoices raised). No employee or agent of the Company is authorised to agree to or effect any alterations to the Terms.
1. Confidentiality :
The Client and the Company may disclose confidential information one to the other to facilitate work under this Agreement. Such information shall be so identified in writing at the time of its transmittal, and shall be safeguarded and not disclosed to third parties by the receiving party. Confidential information shall not include information that:
1. is already known to the party to which it is disclosed;
2. is or becomes part of the public domain without breach of this Agreement;
3. is obtained from third parties, which have no obligations to keep confidential to the parties to this Agreement.
2. Description Of Work:
The Client is hiring the Company to design and develop a website for the total price outlined in this agreement.
As my customer, the Client will have the power and ability to enter into this contract on behalf of the organisation they are representing. The Client agrees to provide the Company with everything that is needed to complete the project including text, images, fonts and other information as and when I need it, and in the format that the Company ask for. The Client agrees to review the Companies work, provide feedback, and sign-off approval in a timely manner and are bound by any deadlines that we set together. The Client also agrees to keep to the payment schedule set out in this proposal with reference to Payment clause.
The Company have the experience and ability to perform the services you need and the Company will carry them out in a professional and timely manner. The Company will endeavour to meet all the deadlines set but is not responsible for a missed launch date or a deadline if you have been late in supplying materials or have not approved work on time at any stage.
The Company will build a website for the Client using an iterative design process allowing the Client to provide feedback and input on the initial drafts of the website build. The Company will create design for the look, layout, and functionality of your website. The Company will provide managed hosting for the website build. The company will also manage the security and software updates of the website via administration user role. In order to protect the integrity of the underlying code of the website this access level will not be available to the client however the client will have access to edit basic content on the website via a client editor user role. This contract includes one main design and two opportunities for you to make revisions to the final design. If you are not happy with the design at that point, I will provide you with an additional quote for extra design work needed. If instead, you wish to cancel our agreement, you may do so and I will retain the initial payment for the work completed to date.
Responsibility is on the Client to fill out and submit the online project brief form and where possible provide the Company with basic website content information including but not limited to imagery, text, sitemap and logo where available.
2.1. HTML/CSS layout templates
I will develop using valid HTML5 markup and CSS3 for styling. I will test all my markup and CSS in current versions of all major browsers including those made by Apple, Microsoft, Mozilla, Google and Opera. I will also test to ensure that pages will display visually in a similar—not necessarily an identical—way in Microsoft Internet Explorer 7 for Windows as this browser is now past its sell-by date.
I will not test these templates in old or abandoned browsers, for example, Microsoft Internet Explorer 5, 5.5 or 6 for Windows or Mac, previous versions of Apple’s Safari, Mozilla Firefox or Opera unless otherwise specified.
2.2. Text content
I am not responsible for writing or inputting any text copy. I will be happy to help, but significant work on my part will result in a charge above and beyond the original price. This will not be done without your approval of an additional quote provided in advance.
If needed, you will supply me photographs either in digital or printed format. If you choose to buy stock photographs that price will be added to the initial quote. Stock photography will not be purchased without your written approval.
2.4. Social Media Integration
Social media integration is defined by the placement of links on the Client website linking back to the Clients social media account profiles.
2.5. Search Engine Optimisation
The Client understands that search engines are independent companies who select and rank sites using their own criteria and acknowledges that the Company does not and cannot guarantee that The Client website ranking will be improved in any search engine listing.
2.6. Changes and revisions
The estimate/quotation prices in this proposal are based on the time I estimate I will need to accomplish everything that you have told me you want to achieve. If you do want to change your mind, add extra pages or templates, or even add new functionality, that won’t be a problem. At that time you will be provided with an additional quote for the extra work.
3. Technical support
The Company provide technical support for website hosting, email, and any performance or security issue related to the client new website. Technical support is provided via email. Technical support is limited to the performance of your website and does not include new development of pages and / or content to the existing site build.
I am not liable to you or any third party for damages, including lost profits, lost savings, or other incidental, consequential or special damages arising out of the operation of or inability to operate this website and any other web pages—even if you have advised me of the possibilities of such damages.
If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.
You guarantee to me that any elements of text, graphics, photos, designs, trademarks, or other artwork that you provide me for inclusion in the website are either owned by you or that you have permission to use them.
When I receive your final payment, copyright is automatically assigned as follows:
You own the graphics and other visual elements that I create for you for this project. I will give you a copy of all files and you should store them carefully as I am not required to keep them or provide any native source files that I used in making them.
You also own text content, photographs, and other data you provided unless someone else owns them. I own the HTML markup, CSS, and other code and I license it to you for use on only this project.
I also reserve the right to display and link to your completed project as part of my portfolio and to write about the project on websites, in magazine articles, and in books.
6. Payment Schedule
As agreed, our payment schedule will be as follows but may be revised based on further conversations between us.
50% of total fee upon agreement of initial design: [deposit fee]
30% of total fee upon delivery of initial draft after the initial 50% deposit fee: [first draft fee]
20% when website is ready to be set live, prior to going live and the initial site build is considered finished: [balance]
An invoice will be issued at the start of the project to cover the initial deposit fee. The client will pay the Company a monthly fee for ongoing services hosting, technical updates to the site and plugins and email tech support. This monthly fee will commence from the 1st day of the first month that follows the date of this agreement being completed. If website project is ready to go live within thirty days of the initial deposit fee than the total project setup balance is due before the Client website project is made publicly available. If all invoices have not been settled according to payment schedule set in the agreement the Company will consider the account to be in default. All monthly ongoing payments will be collected by Direct Debit.
Interest accrued if payment is more than 14 days late. We reserve the right to add 5% any outstanding balance every 7 days, starting from 15th day after receipt of the finished product.
In the event of the Client failing to make a payment the Company is entitled to take any or all of the following remedies in any order it sees fit: a) Require immediate payment of total outstanding balance due plus costs of collection; b) Cease working on behalf of the Client until all overdue sums are paid.
Copyright is in the Company name. Upon completion of Work, the copyright will be released to the Client in full and any third party work may be added if needed without the consent of the Company. The Client shall indemnify the Company against all claims in respect of any alleged infringement of copyright trademark or design or in any respect of any passing off or slander or title arising in consequence to the exhibition of the website in pursuance of this agreement.
a) the Company shall not be liable to the Client for any loss or damage (including but not limited to loss of data, loss of profits or sales, website downtime, loss of business or staff or management time incurred, hacking) caused or arising directly or indirectly out of the Company’s services provided under this agreement (except to the extent to which it is unlawful to exclude such liability under English law). b) Notwithstanding the generality of (a) above the Company expressly excludes liability for any indirect, special, consequential or incidental loss or damage which may arise in respect of the services to be provided under this agreement. c) In the event that any exclusion contained in this agreement shall be held to be invalid for any reason and the Company becomes liable for loss or damage that may lawfully be limited, such liability shall be limited to the total amount paid by the Client during the preceding Initial Period or Renewal Period, as the case may be. d) the Company does not exclude liability for death or personal injury to the extent only that the same arises as a result of the negligence of the Company, its employees, agents, or authorised representatives.
10. Post Project Alterations
The Company cannot accept responsibility for any alterations caused by the Client or a third party occurring to the Client’s Website once installed. Such alterations include, but are not limited to additions, modifications or deletions. The Company may require a one-off development charge before resolving any issues that may arise. Alternatively a previous back up will be used if available.
11. Domain Names
The Company 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 the Company. In all cases, the Client must notify the Company if they wish to keep the domain twenty days before the expiration date. The loss, cancellation or otherwise of the domain brought about by a failure to notify the Company they wish to keep the domain or a none or late payment to do so is not the responsibility of the Company. The Client should keep a record of the due dates for payment to ensure that payment is received in good time. In all cases, the Client must notify the Company if they wish to keep the domain twenty days before the expiration date. The loss, cancellation or otherwise of the domain brought about by a failure to notify the Company they wish to keep the domain or a none or late payment to do so is not the responsibility of the Company. The Client should keep a record of the due dates for payment to ensure that payment is received in good time.
These Terms and Conditions supersede all previous representations, understandings or agreements. The Client’s signature below or payment of an advance fee constitutes agreement to and acceptance of these Terms and Conditions.
13. Third Party Services
the Company may require the usage of third party services – for example, Google Maps API – to complete the Client’s project requirements and will ensure these services are integrated into the project and working correctly upon completion. The Company cannot be held responsible for subsequent changes or issues with these third party services that may result in issues on the Client’s Project and may require a one-off development charge before resolving any problems that may arise.
14. Governing Law
This agreement and the Terms shall be governed by and subject to the laws of England and Wales and all disputes which may arise out of or in connection with this agreement or the Terms shall be subject to the exclusive jurisdiction of the courts of England. A person who is not a party to this agreement has no right under the Contracts (Rights of Third Parties) Act 1999 (“the Act”) to enforce any term of this agreement or the Terms but this provision does not affect any right or remedy of any third party which exists or is available apart from under the Act.
This agreement shall commence on the date the first annual hosting invoice is paid shall continue for an initial period of twelve months (“initial period”) at which point this agreement shall remain in full force and effect, renewing on periods of twelve months (each twelve month period being a “renewal period”). Either the Client or the Company may terminate this agreement on the last day of the initial period or the end of any renewal period by giving the other party no less than one months’ notice of termination to do so. Notice will be taken from the first day of the following month unless given on the first day of the current month. The client cannot terminate this agreement until all payments due to the Company have been paid in full. Ownership of the website and associated files remains with the Company until all payments due to the Company under this agreement have been paid in full. Notice to the Company from the Client will only be binding valid or effective when sent by recorded delivery to the companies registered address. The client and the Company are independent parties and nothing in this Agreement shall constitute either party as the employer, principal or partner of or joint venture with the other party. Neither the Client nor the Company has any authority to assume or create any obligation or liability, either expenses or implied, on behalf of the other. The Company reserves the right to terminate the service at any time with immediate effect. The invalidity or un enforceability of any provision of this agreement shall not affect or impair the validity of any other provision. No waiver of any rights the Company has under this agreement shall be deemed from any failure by the Company to enforce any part of this agreement. If you require a refund you can have one processed within 7 days of your initial payment excluding a service where development time has been committed. If you cancel your order your payment will be returned. We do not issue refunds for our service based products once development time has begun and been committed to your project.
You cannot transfer this contract to anyone else without the Company’s permission. This agreement stays in place and need not be renewed. If for some reason one part of this contract becomes invalid or unenforceable, the remaining parts of it remain in place.