These “terms and conditions” along with the "proposal" forms the "agreement" between both named parties (the designer and the client); valid and dated upon payment of the outlined deposit.
Proposal: a document (such as an email or PDF, invoice or otherwise) sent by the developer to the client which: (a) identifies both parties; (b) summarises the services which have or will be provided, plus any detailed scope/requirements if applicable; and (c) shows the total cost owed for those services, and identify any deposit required.
Draft: a preliminary version of the final deliverable; anything (script, draft, idea, assets or other) created, developed upon, or otherwise by the designer in effort to complete this agreement. The client shall return all drafts to the designer within 30 days of cancellation or completion.
Final deliverable: the product(s) to be provided to the client upon completion and full payment (such as a 5 page website) – as outlined by the proposal, or as otherwise approved by the client. This may incorporate client content, third party elements, licenses, and approved drafts. This does not include rejected drafts, shared account policy services, or designer tools.
Extras: anything obtained or produced by the designer, or their time, at the request of the client which was not initially outlined by the proposal (such as stock photography). The designer will inform the client of the approximate costs prior to action, and reserves the right to request a deposit in advance.
Dependence: the client acknowledges that some services (such as email accounts or CMS) may rely on other services to function.
Shared account policy: the client accepts that applicable services may use a shared account, and as such - for security reasons - only the designer is permitted to login, access, or otherwise modify these services; the designer reserves the right to withdraw these services at anytime without refund if the client abuses services, to our discretion. Services with a given service period will otherwise be available for that time; after that period has elapsed, the designer: (a) has no obligation to offer those services again; (b) may offer to extend the service period to our discretion; (c) does not need permission to renew services; (d) will, if requested within 4 weeks, provide a backup copy of the website and offer to transfer domain name ownership (if possible) for £40 plus expenses; and (e) may retain backups to our discretion.
The designer will endeavour to meet industry standards and test the work effectively to ensure good quality. Tests will be performed using a recent version of Firefox and Chrome on: (a) typical desktop device (such as Windows 10); (b) a common mobile device (such Samsung S8 or iPhone 8); (c) a common tablet (such as Samsung or iPad Mini).
The client gives the designer permission to: (a) install Google Analytics or similar services; (b) share statistics, such as visitor numbers, for the purposes of professional recognition; (c) log and track usage of the CMS or other accounts; (d) disable, take offline, or otherwise recover work upon the clients lack of prompt payment or their breach of these terms and conditions; and (e) produce backups of the work, client content, or account information. The designer plans to use the third party suppliers mentioned throughout, however reserves the right to change these without warning.
Domain name: the designer will register (and be "registrant" of) the clients chosen domain name (if available) and provide exclusive use of it to the client for the given service period, starting from the date of register; subject to the shared account policy. During this period the client may request to be transferred ownership, in which case: (a) the client will pay the designer £20 plus expenses; (b) the designer will promptly move the domain onto a new non-shared account and provide the login credentials. Domain names are registered via krystal.co.uk and are subject to their terms.
Web hosting: the designer will provide web hosting for the project for the given service period, starting from this agreement's start date; subject to the shared account policy. During this period the client may request to be given a full backup - including the website, its files, databases and emails - in which case: (a) the client will pay the designer £20 plus expenses; (b) the designer will promptly provide the backup. Our web hosting is provided by krystal.co.uk and is subject to their terms.The designer may void web hosting service at any time if the client uploads (for example, to publish via a content management system, or send via email) material considered to be an abusive or unethical use of designer or third party services, to our discretion – for example: pornography, obscenity/nudity, violations of privacy, racism, viruses, harassment, excessive uploads, spam, and advocacy of or participation in illegal activity.
Email account: the designer will setup an email account and provide login credentials for the client and their trusted persons to use; the client understands this service is dependent on a compatible domain name and web host, and that the service period for email accounts is simultaneous of the domain name and web hosting service period.
Responsive website design: the designer will create a website (or improve the existing) such that it will adapt to fit nicely onto common screen sizes, to our discretion. A responsive website is likely to consist of HTML files with a layout such that a CSS file using media queries alters the design appropriately for different devices.
Pages: provided that the content deadline is met, the designer will setup the given number of web pages in a manner which: (a) the client content is legible and looks good; and (b) SEO is performed.
Search engine optimisation (SEO): the designer will endeavour to improve the google.co.uk search engine ranking of a given page by performing on-site SEO techniques to help optimise the webpages - for example: adding appropriate page titles, Meta tags and alternate image text; addition of XML sitemaps; and, use of standards compliant coding practices.The client understands that the quantity and quality of client content and off-site SEO are significant factors affecting a websites search engine performance – hence, the designer cannot and will not guarantee the effectiveness of this service.
Content management system (CMS): the designer will setup a suitable CMS and provide login credentials for the client and their trusted persons to use; this will allow them to edit content on the website, including the ability to add new pages, edit the majority of page content, and upload photos; the client understands this service is dependent on a compatible domain name and web host.
Ecommerce: the designer will setup ecommerce functionality and provide login credentials for the client and their trusted persons to use; these will: (a) allow visitors to add products to a shopping cart (or click buy now); (b) allow the client to accept online payment for those chosen products via PayPal (or a similar service) subject to their terms; and (c) be reasonably secure and easy to use.The client accepts sole responsibility for complying with all laws, taxes or tariffs, and all other liabilities related to ecommerce.
Live chat: the designer will setup Drift chat (or a similar service) subject to their terms.
Purchase of specific assets: the designer will purchase, rent or otherwise license suitable services or other assets on behalf of the client (for example, photography from istockphoto.com subject to their terms); the client gives the designer permission to use these - to be treated as client content.
Other services: the designer will complete other work (for example, SSL setup, or general maintenance) as outlined by the proposal.
Start date: this agreement is dated and becomes legally binding upon the date which the client pays the deposit.
Content deadline: the client must provide all content necessary for the project to the designer by this date (such as information, photography, business details, requirements, account login details, textual and other creative content) - the “client content”; this must be provided in common file formats to our discretion (such as PDF and JPG).Upon failure to meet the content deadline: (a) the completion deadline will be extended by 14 days; (b) if the client content is not provided within this extension – the completion deadline becomes void, the designer may terminate this agreement to our discretion, and the client agrees to reimburse the designer for outstanding expenses plus the designers time promptly when requested.
Completion deadline: the designer will complete the project and provide a final deliverable for the client to review by this date. The designer will provide work in suitable formats to our discretion. The client understands that particular software and expertise may be required to utilise the work (for example, Photoshop).
Progress update: it is estimated that a draft will be provided to the client by this date, so they can review the work and provide feedback. Throughout the project, the designer will inform the client of progress and provide draft(s). If there is an issue with a draft: (a) the client will clearly (for example, screenshots, error codes, suggest specific design improvements or solutions) notify the designer of all issues; (b) the client will provide such notification and formally reject the work within 96 hours – otherwise, the work is automatically considered approved.
Upon rejection: the designer will endeavour to remedy any reasonable issues promptly and will improve the work based on the client's feedback.
Upon approval: the work in question cannot subsequently be rejected – hence further modifications may be considered as extras to our discretion.
If the completion deadline is missed, unless void, the designer will compensate the client as follows: (a) the designer will reduce the remaining bill by 12.5% of the proposal total for every full 7 days late (for example, up to 6 days late 0%, 7 days late 12.5%, 12 days 25%, 21 days 37.5%, 28 days or later 50%); (b) the maximum compensation is 50% of the total; and (c) the designer shall endeavour to complete the work as soon as possible.
Prior to paid work commencing - the designer will provide the client a quote in GBP and/or estimate the number of hours needed to complete the work, which the client must approve either explicitly or implicitly. For example, by responding to a quote/estimate (written or oral) to provide content or login details signifies the clients approval. The designer reserves the right to request a deposit in advance which is non-refundable, and may revise/revoke quotes/estimates anytime prior.
The client agrees to pay the designer promptly, including reimbursement for any further extras and expenses which they have approved. All requests for payment are due and dated upon receipt, with Net 30 terms. Payments must be made in GBP by bank transfer, or otherwise to the designer's discretion.
Hourly rate: for work not included within a flat rate quote - the client agrees to pay for the designers time based on their current hourly rate, which is £40 per hour as of June 2020. If applicable, the designer: (a) will endeavour to complete work promptly; (b) may charge a minimum of half an hour per work day; (c) will round up the tally of hours to the nearest quarter of an hour; (d) will provide the client a tally of hours with a brief summary of work completed during that time, and invoice for those hours; and (e) may revise the hourly rate for future work at anytime without limitation by notifying the client.
For invoices not settled within 30 days: the client will assume responsibility for cost all outlays by the designer in all collections of unpaid fees and of legal fees necessitated by default in payment, plus must to pay an additional 12.5% of the total for every full 7 days thereafter up to a maximum of 100% until all invoices plus those additions have been settled.
Designer tools: the content management system setup, software, pre-made scripts, or other re-useable assets.
Retained rights: each party will retain all right, title, and interest in and to its own pre‐existing intellectual property irrespective of any disclosure of such pre‐existing intellectual property to the other party, subject to any licenses granted herein. The client agrees that the designer may keep copies of the client content for backup purposes.
License: Upon completion and receipt of full payment: (a) subject to designer and third party rights in pre‐existing intellectual property, the final deliverable and intellectual property rights to it shall belong to the client, and the designer hereby assigns such rights to the client; (b) the client agrees that the designer may keep copies of the final deliverable, including client content, which may be published for purposes of professional recognition; (c) the designer will give the client access to applicable accounts and services when requested, except where subject to the shared account policy; (d) the designer retains all rights in and to all designer tools and draft work; and (e) the designer grants the client a nonexclusive, non-transferable, royalty‐free, perpetual, worldwide license to use the designer tools (such as the CMS setup) solely to the extent necessary with the final deliverable for this project.The designer, their employees and subcontractors may: (a) publicly describe their role in this project; and (b) display it, or screenshots of it, including client content, within their portfolios (such as on their website, printed, on social media, in presentations, galleries or other exhibits) for the purposes of professional recognition. The designer may incorporate "credit lines" into files and web pages (such as “Design by Total Website Design” with a hyperlink) affected by this project; the client guarantees these credits will remain in the same form, size and location at all times; the client agrees to pay the designer an additional £100 fee if any credit line is removed, hidden, or otherwise discredited.
Cooling-off period: either party may cancel this agreement within 24 hours of the start date, upon which all assets and payments (minus cost of time and services already provided) shall be returned to their original owner.
Definitions: terminology is defined according to standard industry usage. What is “reasonable” will be appropriate or fair based on good sense which, if disputed, will be determined in good faith by the designer. All “deadline” must be met before 21:00 (London time) on the applicable date; “week” equals 7 consecutive days; "may" is optional. The order of these terms and use of bold, italics or other formatting are provided for convenience only and do not affect meaning.
Notice: recognition of acceptance or rejection of work, to request payment, invoice, or to otherwise communicate or agree. Notices will be either: (a) hand-written or printed, and signed by the writer; (b) digital text sent via email/SMS. Permissible addresses for notice (email or physical) include those outlined by the proposal and any other address reasonably communicated to our discretion. Note that a notice sent by email but which is not read by the addressee is nevertheless effective if it has been sent from, and sent to, a permissible email address – junk mail or spam folders are no excuse; upon dispute, the sender must endeavour to prove that sufficient notice was sent.
Confidential: both parties acknowledge that in connection with this agreement they may receive certain confidential information (for example, business plans) from the other party; such must be clearly marked as “confidential”; and, it will not include any information that: (a) is in the public domain; (b) becomes publicly known through no fault of the receiving party; (c) is otherwise received from a third party without an obligation of confidentiality. Each party (and their agents, employees, and trusted persons) will hold and maintain that information in strictest confidence, and will not use it or disclose it to any third party except as necessary to perform its obligations pursuant to this agreement; unless as required by a court or governmental authority.
GDPR: the client consents to be subscribed to the designer's marketing emails, they may opt-out at anytime. Irrespective of such an opt-out, both parties agree the designer may make any and all reasonable attempts to contact the client regarding invoicing, contractual, website maintenance, and other matters to our discretion in relation to this agreement.
Relationship: this agreement does not create an exclusive relationship; it is not "work for hire" under copyright law. The relationship between the client and the designer will be that of “independent contractor” which means that the designer is not the clients' employee, worker, agent or partner. The designer has no obligation to develop, support or otherwise work for the client except as outlined by this agreement. The client may obtain services independently of the designer. Both parties may warrant “trusted persons” (such as employees or next of kin) permission to act on their behalf, and agree to ensure that their trusted persons comply with this agreement.
The client gives permission for the designer: (a) to act on their behalf for purposes of this project (such as to perform actions on a third-party account); and (b) to create accounts, accept terms and conditions, undertake licence agreements, or perform other actions to our discretion for the purposes of this project (for example, create a PayPal account in the client’s name and accept terms on their behalf). The designer will endeavour to inform the client in advance (for example, list service providers), however, in any case, the client is solely responsible for these actions.
Warranty: both parties warrant that to the best of their knowledge this agreement will not violate law or infringe the rights of a third party. Except for the express representations and warranties stated within, no warranties are made whatsoever by the designer; the designer explicitly disclaims any other warranties of any kind, expressed or implied, advertised or otherwise.The designer, their employees, subcontractors and trusted persons will not be liable for any incidental, consequential or other damages or losses arising from this agreement, the website, ecommerce or other services; the client warrants that it will hold the designer harmless for any and all liability that results from this agreement.
Force majeure: upon force majeure - the designer, or their next of kin, may reasonably extend deadlines, modify or terminate this agreement to our discretion; an estimation of when work may continue and evidence of valid reason shall be provided by the designer when possible. Valid cause examples include: fire or theft; hospitalisation; terrorism or kidnapping; order of law (for example, compulsory evacuation of premises or imprisonment); interruption or failure of a necessary electrical, telecommunications or other third party to meet their obligations; jury service; illness or injury where the designer is unable to effectively work; pandemic, flood or other acts of god.
Cancellation: both parties understand that client or the designer may terminate this agreement at any time if, for any reason, the relationship is deemed unsatisfactory by either party; the designer may retain backups. Upon cancellation by the client: (a) the designer retains ownership of all copyrights and original work created; (b) the client is responsible to pay for work done towards this agreement, based on the percentage of the project completed as determined by the designer, plus extras and expenses incurred. Upon cancellation by the designer: (a) the designer shall pass the client ownership and copyrights to any approved drafts; (b) the designer shall refund or discount based on the percentage of the project completed as determined by the designer, minus extras and expenses incurred.Both parties agree that the following clauses shall survive any cancellation or cool-off: invoices; late payment; retained rights; license; definitions; confidential; warranty; severability and mutual drafting; and governing law.
Severability and mutual drafting: whenever possible, each provision of this agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this agreement is held invalid or unenforceable, the remainder of this agreement will nevertheless remain in full force and effect and the invalid or unenforceable provision will be replaced by a valid or enforceable provision. Any ambiguity or inconsistency in this agreement is to be resolved in accordance with the most reasonable construction and not strictly for or against either party by virtue of that party’s author-ship.
Governing law: this agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including any non-contractual) will be governed by and construed in accordance with English law.
Acceptance of terms: the client promises to pay for the services rendered by the designer for the project as agreed upon. By paying a deposit to the designer, the client agrees they have read, understood, and are considered legally bonded to these terms; upon confirming receipt of and accepting a deposit - the designer also agrees.