Website Design, Development and Write

The design, development and writing of websites for you the client ("the Client") by Web Consulting Team Ltd, of 26 Thurloe Street, London SW7 2LT, United Kingdom ("the Designer") (together "the Parties") is subject to the terms and conditions below:

  1. Definitions
    These are the definitions that apply to this agreement:
    • "Completion Date" the date specified as the completion date in the program set in the offer.
    • "Commencement Date" the date hereof unless stated otherwise
    • "Content" all of the text on all of the pages of the Website, so far as this is provided by the Client.
    • "Days" working days unless stated otherwise.
    • "Design Proposals" single or alternative proposals for the appearance style and effects of the intended finished Website created by the Designer.
    • "Detailed Specification" the written specification of all of the software requirements to satisfy the Client's functional requirements for the Website as more particularly specified in Clause 6.
    • "Excluded Matters" commercial arrangements for which the Designer is not responsible and which are pre-requisite to the operation of the Website as more particularly specified in Clause 14.
    • "Initial Design Proposals" single or alternative proposals for the page schematic or screen blueprint of the skeletal framework of the intended finished Website created by the Designer.
    • "Phase" one of the numbered stages in the Timetable.
    • "Price" the price for the Project or a part of the Project as set out in the Designer's proposal.
    • "Project" all work in connection with the design, developing and writing of the Website, until the Website is fully operational with every dynamic element and every link fully functional.
    • "Schedule" a schedule to this agreement.
    • "Search Engine Strategy the specification set out in Schedule 2 for the maximisation of Specification" beneficial listings in search engines known as Google, MSN and Yahoo! and other large search engines.
    • "Software" all or part of any software required to be written or used to complete the Project and to enable the Client to use the Website.
    • "Timetable" the timetable specifying the dates for the completion of each of the Phases of the Project as set out in the program set in the proposal.and subject to alteration in the course of completing the Project
    • "Website" the Website of the Client, to be written under the terms of this contract.
    • "Website Host" a firm or company in the business of hosting Websites, with whom the Client shall have contracted to host the Website.
  2. Summary of agreement
    For the Price and subject to the terms of this agreement the Designer hereby undertakes to complete the Project so as to satisfy the Detailed Specification and the Search Engine Strategy Specification.
  3. Representative liaison
    1. From the Commencement Date the Parties shall each nominate a representative ("the Representatives") who shall be authorised to make decisions relating to the Project and who shall be responsible for:
      1. Organising meetings at which they shall review the progress of the Project;
      2. Providing all information and documentation reasonably required by the other of them to enable completion of the Project.
      3. 3.1.3. Giving any approvals or authorities provided for in this Agreement.
  4. Design approval procedure
    1. The Representatives will together formulate a plan for the Website, including all dynamic elements and principal features ("the Plan").
    2. Within 1 week of the Commencement Date the Designer will submit for approval, Design Proposals subject to the Plan, for approval.
    3. Within 7 days of having received the Design Proposals, the Client may terminate this contract by immediate notice in writing, whereupon payment will be due to the Designer only for that part of the Price applicable to production of the Design Proposals. If not terminated within seven days, the contract shall continue fully effective.
    4. The Client shall not terminate this contract under this paragraph after acceptance of the first Design Proposals.
    5. If the Client terminates the contract under clause 4.3:
      1. The intellectual property rights in all graphical parts of the proposals remains with the Designer and the Client shall not use any graphical part of the Design Proposals; and
      2. All terms of this agreement relating to confidentiality continue to apply, including the Client's obligation to pay for any services provided hereunder up to and including the date of termination.
    6. The principal Design Proposals may be submitted to the Client in up to two colour versions for choice. All work additional to this process shall be charged to the Client at the rate set out in Schedule 1.
    7. Approval of the Project by the Client shall be split into parts in accordance with the list set out in clause 4.8. Each part shall be submitted to the Client for approval. Submission shall be by way of posting to a test site, set up by the Designer for this purpose. Time shall not be of the essence unless expressly agreed otherwise and the Designer shall not be held liable for any delay in receiving approval from the Client.
    8. The Design Proposals shall include:
      1. Graphics, including header, buttons, and all images;
      2. Design of the control panel and the reports accessible from it;
      3. Home page, including all matters of logo, style and format so far as applicable;
      4. An explanation of the functional effect (but not the construction and dynamics) of the principal sub-systems identified by the representatives of both parties.
  5. Contract procedure after design approval
    1. After approval of the Initial Design Proposals by the Client's Representative, the Designer shall within seven days prepare the Detailed Specification and the Client shall provide to the Designer all information and other documents reasonably requested by the Designer for this purpose.
    2. The Designer shall use all reasonable endeavours to complete the preparation of the Detailed Specification by the date set out in the program set in the offer. of the Timetable or as soon thereafter as is possible and submit it to the Client.
    3. The Client shall use all reasonable endeavours to complete the preparation of the Content by the date set out opposite Phase 3 in the Timetable or as soon thereafter as is possible and submit it to the Designer for inclusion in the Website.
    4. The Client shall within 7 days of receipt of the Detailed Specification notify the Designer in writing of either:
      1. Approval as drawn or
      2. His comments and/or requests for amendment as he shall reasonably judge appropriate.
      3. If the Client fails to respond within the said period he shall be deemed to have approved the Detailed Specification.
    5. The Designer shall take account of all reasonable comments and/or requests for amendment received from the Client and shall incorporate them in a revised version of the Detailed Specification to be prepared and delivered to the Client as soon as is reasonably possible.
    6. The process described above shall be repeated (subject to the Designer's right to charge the Client for further changes) until the Client has approved (or is deemed to have approved) the Detailed Specification.
    7. 5.7. If the Client requires an amendment to the Detailed Specification to take account of any application function or performance criteria not previously specified then the Designer shall be entitled to
      1. Make such revision to the Timetable and the Completion Date as he shall in the circumstances reasonably judge necessary.
      2. 5.7.2 Charge the Client as appropriate.
    8. The Parties and each of them agree to use all reasonable endeavours to complete the process of approval of the Detailed Specification by the date set out opposite Phase 2 in the Timetable or as soon after as is possible.
  6. Content of Detailed Specification
    The Detailed Specification shall include (among other things)
    1. a list of browsers with which the Website will be compatible;
    2. the Client's functional requirements for the Website;
    3. the Clients quantitative requirements for the Website;
    4. the software languages, applications, and adaptations proposed to be used in the construction of the Website;
    5. the bought software and plug-in sub-systems proposed to be used in the construction of the Website together with priced recommendations for sourcing such products;
    6. any necessary administrator control panel or system;
    7. a list of password protected files, specifying in each case, the function of the file, the password at start and the method of changing the password;
    8. any necessary communications systems required with details of how they will operate;
    9. a specification for systems of backup of the entire Website and of the data contained in it respectively and a proposal for its implementation.
  7. Website writing and delivery
    1. The Designer will write the Website upon the basis of and in compliance with the Detailed Specification by the date set out opposite Phase 3 in the Timetable or as soon thereafter as is possible.
    2. The Client will use all reasonable endeavours to complete arrangements in respect of such of the Excluded Matters as are necessary to satisfy the pre-requisite requirements of this contract.
    3. The Designer shall use all reasonable endeavours to complete the Project by the date set out opposite Phase 4 in the Timetable.
    4. Delivery shall be effected for the purpose of this Agreement only when the Software is complete and tested and fully operational on the server of the Website Host.
  8. Text modifications
    1. The Designer shall notify the Client when the Website is substantially complete as to the text on the pages (even if the dynamic features are not yet complete) and shall provide open access (uncontrolled by any password or qualification) to the Client to all of the pages including error message and other secondary pages
    2. The Client shall provide to the Designer a comprehensive list of text modifications in respect of all the pages
    3. The Designer shall make the modifications requested and shall charge the Client at the rate set out in Schedule 1 for HTML and web page construction
  9. Variations
    1. The Client shall be entitled at any time prior to completion of the Project to request in writing the Designer to modify the design or functionality of the Website or the Software.
    2. The Client shall provide the Designer with full particulars of any requested modification and such further information as the Designer shall reasonably require.
    3. Within 7 days of receipt of such a request the Designer shall inform the Client in writing whether such modification is technically feasible and shall inform the Client of:
      1. the estimated number of additional hours of work
      2. any necessary alterations to the Timetable as are caused by the proposed modification.
    4. If the Client elects to proceed with the modification within 7 days of receipt of such information then the Timetable shall be amended in the manner indicated by the Designer.
    5. If modification is requested after the Website has been substantially constructed the Designer may decline to accept the additional work until after completion of and payment for the Project, such additional work becoming the subject of a separate contract.
    6. If the Designer modifies the whole or any part of the Software in accordance with this paragraph they shall make all appropriate related modifications to the Detailed Specification so that it accurately reflects the finished version of the Website.
  10. Testing and acceptance
    1. The testing shall take place either on a test site or a site published to the World.
    2. The Designer shall test the Software as a Website.
    3. If any fault or "bug" is found the Designer shall undertake such further work as is necessary at their own expense until the testing procedure is satisfied as to 100%.
    4. When the test procedure is completed with 100% compliance, the Designer shall inform the Client and the Client shall test the Website.
    5. Within seven days, the Client shall inform the Designer of any deficiencies in the operation of the Website and in the absence of any such notification, the Client is deemed to have accepted the Website.
    6. The Project is complete after:
      1. the testing procedure has demonstrated 100% efficiency
      2. the Website is published on the server of the Website Host and
      3. updated versions of the Detailed Specification have been handed to the Client in soft copy
  11. Price and payment
    1. When the cost of a Phase has been fixed the Client shall pay the Price Phase by Phase as each Phase is completed in accordance with the timetable set out in the proposal.
    2. The Designer shall during the currency of this agreement maintain accurate and up-to-date records of the time spent by the Staff upon the Project in respect of work charged by the hour. Time shall be recorded in one minute units.
    3. A representative of the Client shall upon request be entitled at reasonable times to inspect and obtain copies of such records.
    4. Each invoice submitted to the Client for time charged by the hour shall contain a breakdown in respect of the time spent by the Staff and the materials and equipment used and the amounts attributable to each.
    5. The Designer shall be entitled upon not less than 28 days notice to the Client and not more than once in every 6 months during the currency of this agreement to increase the rates for work charged by the hour. Such increase shall be no greater than 6% in any year.
    6. The Designer reserve the right to charge the Client interest in respect of all invoices outstanding for more than 7 days under this agreement (both before and after judgment) at the rate of 5 per cent above the LIBOR rate set from time to time from the due date until full receipt of payment.
    7. The cost of work to be paid by the hour shall be invoiced monthly.
    8. The Client will pay the Designer's invoices within seven days of the date of each invoice.
    9. In addition to the Designer's right to claim interest on all outstanding invoices, should the Client fail or unreasonably refuse to pay any of the Designer's invoices by the due date, the Designer shall be entitled (but no obliged) to halt all further production on the works being undertaken under this Agreement until such time as the Client shall bring their account up to date including all interest and costs payable to the Designer in respect thereof.
  12. Late completion
    Time shall not be of the essence of this contract.
  13. Demonstration and training
    1. Immediately upon publication of the Website, the Designer will provide 2 hours explanation, demonstration and training in the operation of all aspects of the Website for such staff as the Client shall direct and in a format agreed by the Client.
    2. The Designer shall provide such further training as the Client may request within 12 months of the date of completion of the Project at the hourly rate set out in Schedule 1. Such training shall be provided by a person fully conversant with the Website.
  14. Exclusions from contract
    The Excluded Matters are:
    1. Registration of necessary domain names
    2. Arrangement of merchant server banking facilities
    3. Contracting for web hosting services and the provision of appropriate firewalls.
    4. Supply new or change existing Client e-mail message system
    5. Purchase of any necessary computer hardware and software
    6. Search engine optimisation beyond that specified in this agreement.
    7. Drafting and/or editing of content.
  15. Confidentiality
    1. The parties are aware that in the course of the Project they will each have access to and be entrusted with information in respect of the business and operation of the other and their dealings, transactions and affairs, all of which information is or may be confidential.
    2. The parties hereby undertake for themselves and every employee or sub-contractor whose services they may use both during and after completion of the Project that they will not divulge to any person whatever or otherwise make use of (and shall use their best endeavours to prevent the publication or disclosure of) any trade secret or confidential information.
    3. For the purposes of the Client's above undertaking, the information shall be deemed to include all information (written or oral) concerning the Detailed Specification and the Search Engine Strategy Specification, but shall be deemed to exclude anything that is already in the public domain or which either side is obliged or required to disclose to their legal representatives or by Court order.
    4. Both the Designer and the Client hereby undertake to the other to make all relevant employees agents and sub-contractors aware of the confidentiality of information and the provisions of this paragraph and to take all such steps as shall from time to time be necessary to ensure compliance by its employees agents and sub-contractors with these provisions.
    5. Each of the Designer and the Client hereby undertakes one to the other that for the period of 12 months following completion of the Project they will not directly or by an agent or otherwise and whether for themselves or for the benefit of any other person induce or endeavour to induce any officer or employee of the other to leave his employment.
    6. The provisions of the last previous sub paragraph shall not apply to one of them if the other becomes subject to bankruptcy, receivership or liquidation proceedings.
  16. Third party software rights
    1. If the Designer incorporate or embed third party software products in the Project then such products will so far as possible be properly licensed to the Client, with full and appropriate legal documentary evidence in support and any money payable to a third party shall be paid by the Designer. Any license fees payable by the Client to any third party for software incorporated in the Website but not previously used by the Client shall be paid by the Client.
    2. Insofar as the terms of business of a third party seller of software ("Seller") do not permit the arrangement set out in Clause 16.1 above, then the Client shall himself buy the software concerned whereupon the Designer shall have no obligation in respect of the software except to warrant that it functions as a part of the Website.
    3. Insofar as it is impractical to follow the procedure set out in Clause 16.2 above, then the Designer shall be deemed to be the agents of the Clients for the purpose of buying such software. In this event, the Designer will advise the Seller by e-mail, with copy to the Client, that the software have been purchased for use by the Client. The Designer will provide full contact details to the Seller. It shall be the responsibility of the Client to retain the copy of the e-mail message by the Designer.
  17. Intellectual property rights
    Software code and graphic images owned by a third party are not affected by this Agreement. During and after completion of the contract and unless otherwise specified in this Agreement ownership of intellectual property once all invoices have been paid in full shall be as follows:
    1. Website concepts belong to the Client.
    2. Website designs used in the Website belong to the Client.
    3. Website designs not used belong to the Designer.
    4. Graphic images provided by the Designer belong to the Client unless the Designer expressly state that ownership is retained by them.
    5. Software code written by the Designer prior to the date of this agreement and incorporated in the Website belongs to the Designer.
    6. Code written specifically for the Website belongs to the Client.
    7. Software elements being components previously developed by the Designer belong to them.
    8. The Designer now grant an exclusive license to the Client for all items listed above and owned by the Designer, for use in connection with any Website the Client might own or use for a period of 99 years. The Client may not assign this licence except by way of sale or transfer of the whole of the Website or such other Website of the Client that contains the relevant item.
  18. Intellectual property rights indemnity by Designers
    1. Notwithstanding Clause 21, no limitations of the liability of the Designer to the Client specified elsewhere in this agreement shall apply to this paragraph
    2. The Designer shall indemnify the Client against any damages (including costs) that may be awarded or agreed to be paid to any third party in respect of any claim or action that the normal operation possession or use of the Website by the Client infringes the patent copyright registered design or trade mark rights of that third party provided that the Client:
      1. gives notice to the Designer of any infringement immediately he becomes aware of it;
      2. gives the Designer the sole conduct of the defence to any claim and does not at any time admit liability or otherwise settle or compromise or attempt to settle or compromise the claim except upon the express instructions of the Designer; and
      3. acts in accordance with the reasonable instructions of the Designer and gives to the Designer whatever assistance they reasonably require in respect of the conduct of their defence.
    3. The Designer shall reimburse the Client its reasonable costs incurred in complying with the above provisions.
    4. The Designer shall have no liability to the Client in respect of an infringement if it results from any alteration modification or adjustment to the Software not undertaken by the Designer.
    5. Except in the case of Clause 18.3, in the event of an infringement the Designer shall immediately make such alterations modifications or adjustments to the Software as shall be necessary to make them non-infringing and shall not charge the Client for this work.
  19. Intellectual property rights indemnity by Client
    1. The Client hereby agrees to indemnify the Designer against all claims and costs arising:
      1. in connection with the Content supplied by the Client, whether for breach of intellectual property rights defamation or otherwise
      2. out of any failure to comply with any law or statutory instrument.
    2. Provided that the Designer:
      1. give notice to the Client of any infringement immediately they becomes aware of it;
      2. give the Client the sole conduct of the defence to any claim and do not at any time admit liability or otherwise settle or compromise or attempt to settle or compromise the claim except upon the express instructions of the Client; and
      3. act in accordance with the reasonable instructions of the Client and give to the Client whatever assistance he reasonably requires in respect of the conduct of his defence.
    3. The Client shall reimburse the Designer their reasonable costs incurred in complying with the above provisions.
  20. Warranties by Designers
    The Designer hereby warrants:
    1. that the Detailed Specification will contain all the information listed in paragraph 6 above
    2. that the Software will be written in accordance with the Detailed Specification
    3. that the Software will be written in best industry practice
    4. that all dynamic features of the Website including all links will function as intended to the quantitative specification contained in the Detailed Specification
  21. Limitation of liability
    1. The following provisions set out the Designer's entire liability (including, but not limited to, any liability for the acts and omissions of its employees) to the Client in respect of:
      1. any breach of its contractual obligations arising under this agreement; and
      2. any representation statement or tortious act or omission including, but not limited to, negligence arising under or in connection with this agreement
      and the Client's attention is drawn to these provisions.
    2. Any act or omission on the part of the Designer, falling within this paragraph shall be known as an "Event of Default"
    3. The Designer's entire liability in respect of any Event of Default shall be limited to damages of an amount equal to the total Price paid by the Client for this Project.
    4. The Designer shall not be liable to the Client in respect of any Event of Default for loss of profits goodwill or any type of special indirect or consequential loss (including loss or damage suffered by the Client as a result of an action brought by a third party) even if such loss was reasonably foreseeable or the Designer had been advised of the possibility of the Client incurring the same
    5. If a number of Events of Default give rise to substantially the same loss then they shall be regarded as giving rise to only one claim under this agreement
    6. The Client hereby agrees to give the Designer not less than 28 days in which to remedy any Event of Default hereunder
    7. The Designer shall have no liability to the Client in respect of any Event of Default unless the Client shall have served notice of it on the Designer within one year of the date he became aware of the circumstances giving rise to the Event of Default or the date when he ought reasonably to have become so aware
    8. Nothing in this paragraph shall confer any right or remedy upon the Client to which he would not otherwise be legally entitled
    9. The Designer shall not be liable to the Client for loss arising from or in connection with any representations agreements statements or undertakings made prior to the date of this agreement
  22. Termination
    This agreement may be terminated:
    1. immediately by the Designer if the Client fails to pay any sum due within 28 days of the date of submission of an invoice
    2. immediately by either party if the other commits any material breach of any term of this agreement and which in the case of a breach capable of being remedied is not remedied within 28 days of a written request to remedy it
    3. immediately by either party if a trustee receiver administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the other party or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the other party or for the making of an administration or bankruptcy order (otherwise than for the purpose of an amalgamation or reconstruction)
    4. immediately by the Designer if the Client fails to submit the Content within a period of 14 days after a request made in writing by the Designer within a period of the 14 days from the date set out opposite Phase 3 in the Timetable.
    5. After such termination, the Client is to settle all money due for work done on the Website to date under the present Agreement, before a new agreement is negotiated for the completion of the Website.
    6. Any termination of this agreement by this paragraph shall be without prejudice to any other rights or remedies to which a party may be entitled
  23. Force majeure
    1. Neither party shall be liable for any breach of its obligations resulting from causes beyond its reasonable control including strikes of its own employees
    2. Each of the parties agrees to give notice immediately to the other upon becoming aware of an event of force majeure such notice to contain details of the circumstances giving rise to it
    3. If a default due to force majeure shall continue for more than 6 weeks then the party not in default shall be entitled to terminate this agreement. Neither party shall have any liability to the other in respect of the termination of this agreement as a result of force majeure
  24. Successors to the agreement
    1. The benefits and obligations of this agreement shall be binding on any successor in title
    2. Neither party shall be entitled to assign this agreement nor all or any of their rights and obligations hereunder without the prior written consent of the other, such consent not to be unreasonably withheld or delayed
  25. Notices
    Any notice to be served on either of the parties by the other shall be sent by first class post or pre-paid recorded delivery or by facsimile and shall be deemed to have been received by the addressee within 72 hours of posting or 24 hours if sent by facsimile to the correct number or by e-mail to the correct address
  26. Headings
    The headings in this document are for reference only
  27. Dispute Resolution
    In the event of a dispute arising out of or in connection with this Contract and which has not been resolved following discussions and negotiations between a person or persons appointed or authorised by the Client and the Designer then they undertake to attempt to settle the dispute by engaging in good faith with the other in a process of mediation before commencing arbitration or litigation
  28. Waiver
    The failure by either party to enforce at any time or for any period any one or more of the terms or conditions of this Contract shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this Contract
  29. Third Party Rights
    Nothing in this Agreement shall be construed as implying any third party rights.
  30. Partnership
    By entering into this Agreement, the Parties agree that they are not entering into a partnership agreement.
  31. Variation
    No variation of this Agreement will be binding upon the Parties unless mutually agreed in writing.
  32. Jurisdiction
    This Contract shall be construed according to the Laws of England
Schedule 1
Hourly rates GBP£ per hour
Please note: all prices are subject to VAT

Schedule of prices and charges

Additional work:
£99 p/h
Project manager / liaison:
£99 p/h
PHP, HTML, CSS, Javascript coding:
£150 p/h
Creative graphic design:
£150 p/h
Training:
£99 p/h
Schedule 2
Search Engine Strategy Specification

Pages will contain the appropriate Meta tags for the search engine robots: title, description, keywords for the Client to complete.
There is no other strategy.