1.1. Acceptance of this proposal constitutes a contract being made between ________ (referred to below as “the client”) and WebStudioX (referred to below as “we”; both together referred to below as “the parties”) to provide web development services (referred to below as “the product”).
1.2. We will provide the services specifically detailed in page 1 of this document for the client. Reasonable variations and revisions of the product design will be accommodated within the scope of these agreed services. Revision’s, adaption’s or extension’s to the project not included within the scope of the services to be provided as detailed in page 1 will require a separate agreement between the parties.
1.3. Each Party shall act solely as an independent contractor, and nothing in this Agreement shall be construed to give either Party the power or authority to act for, bind, or commit the other Party in any way. Nothing herein shall be construed to create the relationship of partners, principal and agent, or joint-venture partners between the Parties.
2.1. We will charge the client the amount detailed in page 1 of this document. The payment method will be electronically by credit or debit card or PayPal unless otherwise agreed between the parties in advance.
2.2. The cost detailed in page 1 of this document will become payable on an incremental basis which unless otherwise agreed by the parties in advance is defined as:
2.2.1. One third of the charge will become payable upon acceptance of the terms of this contract by the client.
2.2.2. The second one third of the cost will become payable upon the parties agreeing on the design of the product at which time the project moves to the build stage.
2.2.3. The third one third of the cost will become payable upon the project being completed as defined as the product becoming live, or being handed over to the client.
2.3. We may at our discretion allow these incremental charges to be paid at intervals other than as described above, but this will not alter to point at which the charges are applied.
2.4. The client agrees make payment within 14 days of the date of being invoiced.
2.5. We reserve the right to suspend or terminate the below agreed project timeline should the client fail to make payment within 14 days of being invoiced.
3.1. We agree to keep the client informed on a regular basis as to the progress of the project either by telephone, email or other electronic means.
3.2. The project will be divided into 3 stages:
3.2.1. The design stage. This is where we will produce mockups on design software to visually and aesthetically represent what the final product should look like. We agree to work with the client to revise these designs until such time as the client is completely satisfied with that design. The client agrees to provide feedback in a reasonable timely manner as to allow for such revisions to be made.
3.2.2. The build stage. When the client has indicated that they are satisfied with the design produced in 3.2.1 above the project will be built. If the build code technology is specified in page 1 of this document then we agree to build that project to that specification otherwise we will use our discretion as to the best coding solution to use to build the project. Once the product has been built, we will launch the project on a private staging server and ask the client to review the staged version of the project. We agree to make revisions to the staged version of the project until the client is completely satisfied with the project where such revisions fall within the scope of the project as defined on page 1 of this document. The client agrees to provide feedback in a reasonable timely manner as to allow for such revisions to be made.
3.2.3. Launch and completion. Once the client is satisfied with the product on the staging server the product will be moved to a live server in line with the provisions detailed in page 1 of this document, or completed otherwise as agreed with the client in advance and the project will be considered complete.
3.3. At the end of the design, staging and launch phases we will ask the client to review and approve the product before proceeding on to the next stage. We agree to make all reasonable and necessary adjustments and amendments to the product where those adjustments and amendments fall within the scope of the project as defined in page 1 of this document. If the client does not provide their review or fails to respond to communications within a timeframe defined as less than 7 days unless agreed otherwise by both parties in advance, we will consider the client to have approved that work and the project will proceed to the next stage or to completion at our discretion.
3.4. We agree to make reasonable and necessary adjustments and revisions to the product, where those adjustments and revisions fall within the scope of the project as defined in page 1 of this document, up to a period not exceeding 6 months from the date when the project is considered completed, where those necessary adjustments and revisions could not reasonably have been foreseen as being necessary at the time of completion.
3.5. If completion of the product is reliant on the client making payment to or subscribing to a third party service, this will be detailed in page 1 of this document. We accept no liability for the product or service provided by this third party and terms agreed separately between this third party and the client shall not prejudice the terms of this contract.
4.1. The client agrees that they hold legal rights over any content provided to be included in the product, including but not limited to photographs, illustrations, logos and text content and that any disputes arising in relation to copyright or intellectual property rights shall be the responsibility of the client.
4.2. We agree that where we provide any content to be included in the product, including but not limited to photographs, illustrations, logos and text content that we hold legal rights to such content and that any disputes arising in relation to copyright or intellectual property rights shall be our responsibility. Where we source content to be included in the product under licence from a third party (such as a stock photography company) we will agree to pass that licence including any conditions for use to the client on completion of the project
4.3. The client agrees that where the product includes reference to representation or membership of a trade body, professional or trade association, industry standard accreditation or any similar body or endorsement, that the client is legally entitled to claim such endorsement, representation or membership.
4.4. Upon completion the client will own the product and any intellectual property contained therein.
4.5. We are not required to keep copies of any files, images or other such content after completion of the project.
4.6. We may at our discretion make reference to the product including any incidental inclusion of intellectual property on our website to provide future clients with examples of our previous work, unless agree otherwise by both parties.
5.1. We agree to take all reasonable steps necessary to keep prevent unauthorised use or dissemination any confidential information which the client shares with us on that basis, and undertake not to disclose any such information to a third party without the consent of the client.
5.2. Confidential information shared with the receiving party shall remain the exclusive property of the disclosing party.
5.3. Confidential information does not include information that we knew, or was widely known before the client disclosed it, or information that becomes public knowledge through no fault of our own.
6.1. Neither party will be liable for breach-of-contract damages that are remote or speculative, or that the breaching party could not reasonably have foreseen on entry into this agreement.
6.2. We agree to take all such reasonable steps necessary to provide a product in accordance with the one detailed in page 1 of this document. With the rapidly evolving nature of the web development industry is not possible to guarantee that any code or files provided in the product will function as intended indefinitely, so we cannot be liable to the client or any third party for damages, including lost profits, lost savings, or other incidental, consequential or special damages, after the client has indicated that the product is functioning as intended at the launch phase.
6.3. The client’s liability to us will be limited to the amount payable under this contract and they won’t be liable to us or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages.
7.1. If any section of this Agreement is found to be invalid, illegal, or unenforceable, the rest of the Agreement will still be enforceable.
8.1. In the unlikely event that a dispute should arise in relation to the performance of this contract, both parties undertake to work towards a resolution through negotiations entered into in good faith.
8.2. Should these good faith negotiations fail either party may initiate a mediation or arbitration provider, mutually agreed by both parties, the cost of such service being met by the prevailing party.
8.3. Should litigation be necessary the prevailing party agrees to pay the legal fees and other such reasonable costs associated with the litigation to the other party.
9.1. This agreement will automatically terminate when both parties have performed their obligations under this contract and full payment has been made by the client.
9.2. Should the client wish to terminate the contract before completion as described above, they shall give us notification of this intention 7 days in advance and agree to pay any money owing at that point in accordance with paragraph 2 above.
10.1. The formation, construction, performance and enforcement of this Agreement shall be in accordance with the laws of the United Kingdom of Great Britain and Northern Ireland.