1. The agreement
1.1 These standard terms govern the Services relating to development of the web pages that we develop for you (the “Site ”).
1.2 The agreement for us to provide those web development Services in accordance with the Special Terms (“Web Development Services ”) will begin on the date outlined on the Digital Mad Order Form and shall end on completion of those Web Development Services.
2. Your responsibilities
2.1 You acknowledge that our ability to provide the Web Development Services is dependent upon your full and timely co-operation and the accuracy and completeness of any information you provides us. Accordingly, you shall provide us with access to, and use of, all information, data and documentation reasonably required by us in order for us to perform our obligations under this Agreement.
2.2 You shall be responsible for the accuracy and completeness of the materials you provide to us (“Materials ”) for incorporation into the Site.
2.3 We reserve the right to adapt the Web Development Services to fit within the technical capabilities of the Site. We endeavour to ensure the purpose of the Site remains as per the Specification.
3. Development and acceptance of site
3.1 Once we have completed the development of the Site in accordance with Specification, we shall carry out tests as set out in this clause 3 (the “Acceptance Tests ”). These Acceptance Tests shall be repeated in respect of any further development works agreed by the parties from time to time.
3.2 The Acceptance Tests shall test compliance of the Site with the Specification.
3.3 Part of the Acceptance Tests will include compatibility with the most recent major revisions of the following web browsers:
- Internet Explorer 11 (PC)
- Edge (PC)
- Google Chrome (PC/Mac)
- Mozilla Firefox (PC/Mac)
- Safari (Mac)
- Android Chrome (mobile)
- iOS Safari (mobile)
- iOS Chrome (mobile)
3.4 We do not guarantee that the Site or applications will look and operate the same in future browser releases nor will we automatically change a Site and/or application for to ensure its consistency with future browser releases.
3.5 Should compatibility with web browsers other than the ones listed in the above list be required, this can be requested as part of clause 11, Change of Services.
3.6 Compatibility with mobile browsers does not mean ‘responsive design’.
3.7 We shall notify you when the Acceptance Tests have been passed and provide the results to you in writing.
3.8 We will also conduct Acceptance Tests prior to the Site going live in accordance with the Specification.
3.9 If the Site as tested by you does not conform to the Specification, you may by written notice to us, request that we comply with this Agreement and fix a new date for carrying out further tests on the same terms and conditions.
3.10 If any failure to pass the Acceptance Tests results from a defect which is caused by an act or omission of yours, or by one of your sub-contractors or agents for whom we have no responsibility (“Non-Supplier Defect ”), the Site shall be deemed to have passed the Acceptance Tests notwithstanding such Non-Supplier Defect. We shall provide assistance reasonably requested by you in remedying any Non-Supplier Defect by supplying additional services or products. You shall pay us in full for all such additional services and products at our then current fees and prices.
3.11 Acceptance of the Site shall be deemed to have taken place if:
(a) you use any part of the Site for any revenue-earning purposes or to provide any services to third parties other than for test purposes; or
(b) you unreasonably delay the start of the relevant Acceptance Tests or any retests for a period of seven working days from the date on which we are ready to commence running such
Acceptance Tests or retests.
4. Third party products
4.1 Third party software or other products (“Third Party Products ”) shall be supplied in accordance with the relevant licensor’s standard terms. Where applicable a one-off licence fee for such Third Party Products will be invoiced to you in addition to the agreed fee.
5.1 You shall pay the Fee relating to the Web Development Services via direct bank transfer (BACS).
5.2 Invoices are required to be paid in full within 14 calendar days after the invoice date.
5.3 If the Fee for the Web Development Services is to be paid in instalments, the initial invoice must be paid prior to any such Web Development Services being provided by us.
6. Late fees
6.1 If you fail to make any payment owed to us in accordance with this Agreement, then, without limiting any of our other remedies, you shall pay interest on the overdue amount at the rate of 8.5% per annum above the Bank of England’s base lending rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You shall pay the interest in addition to the overdue amount.
7. Limitation of liability
7.1 To the extent permitted by law, all conditions, warranties or other terms concerning the Web Development Services which might otherwise be implied into this agreement or any collateral contract (whether by statute or otherwise) are expressly excluded.
7.2 Nothing in this agreement shall operate to exclude or limit our liability for death or personal injury caused by our negligence, fraud or any other liability which cannot be excluded or limited by law.
7.3 You acknowledge that we cannot guarantee that the content and functions contained in the Site will always be error free and we shall not be liable to you for any damage to software, damage to or loss of data, loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage.
7.4 Subject to clause 7.2, our aggregate liability for claims based on events in any calendar year arising out of or in connection with the web development services under this Agreement, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed 50% of the total Fee payable by you for the Web Development Services.
8. Intellectual property rights
8.1 Except as set out in clause 8.2, all intellectual property rights in the Site shall be owned by you, once the Acceptance Tests have been completed and the Fee has been paid by you.
8.2 The grant of rights in clause 8.1 excludes intellectual property rights or other rights in any underlying software owned by us or third parties (such as developer tools) not developed specifically for you (“Third Party IPR ”).
8.3 So that you can use the Site, we grant to you a non-exclusive license to use the Third Party IPR in connection with the Site in all media whether now known or developed in the future.
8.4 You shall indemnify us against all damages, losses and expenses arising as a result of any claim that the Materials infringe the intellectual property rights of a third party.
9. Site content
9.1 You shall ensure that the Materials do not infringe any applicable laws, regulations or third party rights (including material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred or acts of terrorism, menacing, blasphemous or in breach of any third party intellectual property rights) (“Inappropriate Content ”). You shall indemnify us against all damages, losses and expenses arising as a result of any claim that the Materials constitute Inappropriate Content.
9.2 You acknowledge that we have no control over any content placed on the Site by visitors and do not purport to monitor the content of the Site.
9.3 We reserve the right to add a link to our website and/or credit ourselves in the footer of the Site.
10. Data protection
10.1 To the extent we process any Personal Data (as defined under the Data Protection Act 1998) on your
(a) we shall act only on your instructions; and
(b) we have in place appropriate technical and organisational security measures against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data.
11. Change of services
11.1 If you wish to make any change(s) to the Web Development Services or Specification, you shall send us a written request (“Change Request ”) detailing what the required change(s) is/are.
11.2 We shall respond in writing to you to any Change Request within 2 working days of its receipt (“Change Request Response ”). The Change Request Response shall specify the technical details of such changes and the effect on the delivery time specified in the Specification.
11.3 If the change proposed is a material change to the Specification, it may be considered an additional service and be subject to a further fee. In such event we shall provide you with an estimate of additional costs in writing and shall only proceed once we have your consent to do so and to incur such costs.
11.4 You shall notify us in writing of its acceptance or rejection of the Change Request Response within 1 working day of receipt.
11.5 If you reject the Change Request Response, we shall continue to provide the Web Development Services and the rights and obligations of both the you and us shall remain unchanged and in full force and effect.
11.6 If you accept the Change Request Response, the Web Development Services including the Specification shall be deemed to be amended accordingly and we shall from such time, provide the Web Development Services in accordance with the Specification as amended.
12.1 Unless stated in the Specification, physical meetings are not included in the Web Development Services.
12.2 We may charge for physical meetings if required, outside of the Specification, at our discretion. We reserve the right to charge £60 per hour plus reasonable travel expenses.
13.1 Either party may terminate this Agreement by giving 10 days notice in writing to the other.
13.2 If you terminate the Agreement, we reserve the right to retain all invoices paid and further charge for time and services provided up to the date of termination. Such calculation will be provided by us.
14. Force Majeure
14.1 Under this clause, “Force Majeure Event ” means any event arising which is beyond the reasonable control of the affected party (including any industrial dispute affecting any third party, governmental regulations, fire, flood, disaster, civil riot or war).
14.2 A party who becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under this agreement shall notify the other and inform the other of the period for which it is estimated that such failure or delay will continue. The affected party shall take reasonable steps to mitigate the effect of the Force Majeure Event.
15.1 Under this clause, “Confidential Information ” means any information disclosed or made availablebetween us and you in relation to the Project, including but not limited to the details of this Agreement, our rates and any information that would be regarded as confidential by a reasonable business person relating to the business, operations, processes, clients or customers of us or you. For clarity, Confidential Information does not include information that is or becomes generally available to the public (other than as a result of its disclosure in breach of this Agreement), becomes available to the receiving party on a non-confidential basis, was lawfully in the receiving party’s possession before the information was disclosed or that either party agree in writing is not confidential or may be disclosed.
15.2 Each party will keep confidential any Confidential Information, and will not disclose the Confidential Information except as expressly permitted by this clause 15. The Confidential Information may be disclosed by either parties to its employees, insurers and professional advisers, provided that each recipient is legally bound to protect the confidentiality of the
16.1 Notices: Any notice given to a party under or in connection with this Agreement shall be in writing and:
(a) delivered by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(b) sent by email to email@example.com
16.2 Any notice shall be deemed to have been received:
(a) if sent by pre-paid first-class post or other next working day delivery service, on the next business day after posting; or
(b) if sent by email, an acknowledgement response received the same, or on the next business day after transmission.
16.3 Clauses 16.1 and 16.2 do not apply to the service of any proceedings or other documents in any legal action or, where applicable, any method of dispute resolution.
16.4 Non-assignment: You may not assign or transfer any of your rights or obligations under this Agreement without the prior written consent of us, such consent not to be unreasonably withheld or delayed. You acknowledge that we shall have the right to sub-contract as needed in our performance of the Services.
16.5 No partnership: Nothing in this Agreement shall be construed as causing a partnership or a contract of employment between the parties.
16.6 Conflict: In the event of ambiguity or conflict between any of the provisions of these Standard Terms for Web Development and the Special Terms, the provisions of the Special Terms shall prevail.
16.7 Entire agreement: This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party agrees it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.
16.8 Third party rights: This Agreement does not except as otherwise expressly stated confer any rights on any person or party (other than the parties to this Agreement) pursuant to the Contracts (Rights of Third Parties) Act 1999.
16.9 No variation: No variation of this Agreement shall be effective unless in writing and signed by the parties.
16.10 Severance: If any provision of this Agreement is held invalid by a court, such provision will be omitted, but the remainder of this Agreement will continue to be binding upon the parties.
16.11 Governing law & jurisdiction: This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and each party submits to the exclusive jurisdiction of the English courts.