Website Design and Development Terms & Conditions

Website Design and Development Terms & Conditions – Updated 24 August2007

1.  Definitions

“We”, “Writer”, “Writers”, “Developer”, “Developers”, “Supplier” means Stakemiddle Limited trading as Moo Marketing

“You”, “Customer” means The Customer as detailed in the address of this quotation.

“Content” means all of the text on all of the pages of the Web Site, so far as this is provided by the Customer.

“Design Proposals” means single or alternative proposals for the appearance style and effects of the intended finished Web Site created by the Writers.

“Excluded Matters” means commercial arrangements for which the Writers is not responsible and which are pre-requisite to the operation of the Web Site.

“Phase” means one of the numbered stages in the Project Structure.

“Price” means the price for the Project or a part of the Project as set out in Project Costs and Timescales.

“Project” means all work in connection with the design and writing of the Web Site, until the Web Site is fully operational with every dynamic element and every link fully functional.

“Software” means all or part of any software required to be written or used to complete the project and to enable the Customer to use the Web Site.

“Timetable” means the timetable specifying the dates for the completion of each of the Phases of the Project as set out in Project Structure and Project Costs and Timescales, subject to alteration in the course of completing the Project

“Web Site” means the web site of the Customer, to be written under the terms of this contract.

“Web Site Host” means a firm or company in the business of hosting web sites, with whom the Customer shall have contracted to host the Web Site.

2. Basis of Contract

  1. You warrant that you buy our services as a business and not as a consumer.
  2. You acknowledge that we may charge you at our hourly rates (the “Hourly Rates”) and you will pay us, for all work not included in the main contract.  Any other subsequent maintenance work which the client wishes Stakemiddle to carry out, will be charged at £50/hour pro rata.
  3. A conditional contract between us comes into existence when we receive payment from you into our bank account for a product or service described in this quotation, or at such later date as we agree the terms of our service.  The condition is our acceptance of the contract.
  4. If within 7 days of our receipt of your payment, we do not notify you by e-mail or post that we have not accepted your contact, then the Contract becomes absolute.
  5. All invoices that we issue are to be paid within seven days by bank cheque or BACS unless otherwise agreed.

3.   Identification of the Services

In accepting this quotation you acknowledge that:

  1. you understand exactly what is included in the Services;
  2. you are satisfied that the Services are suitable and satisfactory for your requirements;
  3. in entering into the Contract you have not relied on any representation or information from any source except the definition and explanation of the Price and the Services given in this quotation .

4.   Timing arrangements

  1. Except where specified otherwise, time shall not be of the essence of this contract.  Time periods specified are to be those within which we and you will use our best endeavours to comply.
  2. Where you fail to act within a specified time period, we may interpret your silence as acceptance.
  3. Any estimate of timing given to you by us either in these terms or by other means is based on our calculation of time to be spent by us alone and does not include any time spent by you.
  4. When a deliverable date is specified by us to you for material required by you for development of the web site, then that material must be provided by that date specified or a written explanation provided prior to the agreed deliverable date as to why this deliverable date cannot be met.  We reserve the right to charge you for work completed as per the project phases and costs listed above regardless of whether or not you have provided the required deliverables, be they written copy, images for the site or other material required to complete the development of the site.

5.  Design approval procedure

  1. We will present to you a draft site structure in this quotation.
  2. You will then provide us with a written purchase order and payment for 20% of the total site development cost.
  3. We will then decide in consultation with you the detailed user requirements and functional requirements for your proposed web site (“Web Site”).  The following items or explanations may be included:
    1. your detailed functional requirements for the Web Site;
    2. your quantitative requirements for the Web Site;
    3. a specification of your preferred site design and style;
    4. alternative routes a visitor may take through the web site;
    5. an outline of the navigation you require;
    6. a list of principal pages, that is, pages a visitor might choose to visit;
    7. your chosen keywords for each main page;
    8. textual content of each main page;
    9. whether password protection is required and if so, to which pages;
    10. a content specification for any database, including fields, qualifications and reports;
    11. basic specification for any administration system required;
    12. the name and details of a web site host (the “Web Site Host”), with whom you have made arrangements to host the Web Site (if not ourselves);
  1. Client to provide copies of all existing marketing literature, corporate identity and logos prior to the commencement of the project.
  2. Client is to supply all relevant text and images in electronic form they require on the site prior to commencement of project.
  3. Client to populate all databases with data initially required for site to be developed.
  4. The site content is the property of the client.
  5. Within fourteen days of your provision of the required site content we will present to you with our preliminary design concept(s) for your consideration.
  6. Within seven days of your receipt of the preliminary design concept(s), you may terminate this contract by immediate notice in writing, whereupon payment will be due to us for work to that point at the rates set out in the Project Structure above.
  7. If not terminated within seven days, the contract shall continue fully effective.
  8. If you terminate the contract:
    1. the intellectual property rights in all work done by us remain our property and you may not use any part of our work.
    2. All terms of this agreement relating to confidentiality continue to apply to both of us.

6.   Contract procedure after design approval

  1. Within seven days of receipt of the preliminary design concept(s), you will notify us of either:
    • your approval as drawn or
    • your comments and/or reasonable requests for amendment.
  1. If you fail to respond within that period you shall be deemed to have approved the preliminary design concept(s).
  2. We will take account all reasonable comments and/or requests for amendments received from you and shall incorporate them in a revised version of the preliminary design concept(s) to be prepared and delivered to you as soon as is reasonably possible.
  3. If you require an amendment to the Agreed Design to take account of any application function or performance criteria not previously specified then we will be entitled to make such revision to the timetable and the completion date as we shall in the circumstances judge to be reasonably necessary.
  4. You will pay us at our Hourly Rates for all such amendments immediately as we send you an invoice by post or e-mail.

7.   Web Site writing and delivery

  1. We will write the Web Site upon the basis of and in compliance with the Agreed Design within the time period specified in this quotation in respect of the terms and conditions detailed in this quotation.
  2. You will complete arrangements in respect of such of the Excluded Matters as may be necessary to satisfy the requirements of the Contract.

8.    Text modifications and copywriting

  1. We will make the modifications requested and will charge you at the agreed Hourly Rates at our discretion.

9.   Testing and acceptance

  1. The testing shall take place either on a test site or a site published to the World.
  2. We will test the Software as a web site.
  3. If any fault or “bug” is found we will undertake such further work as is necessary until the testing procedure is satisfied as to 100%.
  4. When the test procedure is completed with 100% compliance, we will inform you and you may test the Web Site.
  5. Within seven days, you will inform us of any deficiencies in the operation of the Web Site and in the absence of any such notification, you are deemed to have accepted the Web Site.
  6. The Contract is complete, subject to the terms and conditions of this quotation, after:
    1. the testing procedure has demonstrated 100% efficiency of the site
    2. the Web Site is published on the server of the Web Site Host.

10.   Payment and Hourly Rates

  1. Each invoice submitted to you for time charged at Hourly Rates shall contain a breakdown in respect of the time spent by our staff and the materials and equipment used and the amounts attributable to each.
  2. When you order work to be paid at Hourly Rates, we will provide an estimate of the cost of such work.  You agree to pay us the estimated sum immediately.  We do not have to continue with any work on the Contract until we have received the estimated sum into our bank account.
  3. We reserve the right to charge you interest in respect of the late payment of any sums due under this agreement (both before and after judgment) at the rate of 10 per cent above the base rate from time to time of the Bank of England from the due date until receipt of payment.
  4. The Writers shall be entitled upon not less than 28 days notice to the Customer and not more than once in every 12 months during the currency of this agreement to increase the rates for work charged by the hour.  Such increase shall be no greater than 20% in any year
  5. The Customer will make payment of money due within 7 days of receipt of each invoice unless otherwise negotiated and agreed.

11.   Exclusions from contract

The Excluded Matters are:

  1. Purchase of any necessary computer hardware and software
  2. Search engine optimisation.

12.   Confidentiality

  1. We are both aware that in the course of the Contract we will each have access to and be entrusted with information in respect of the business and operation of the other and our dealings, transactions and affairs, all of which information is or may be confidential.
  2. Both you and we hereby undertake for ourselves and every employee or sub-contractor whose services we may use both during and after completion of the Contract that we 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 of the other of us.
  3. For the purposes of your above undertaking, the information shall be deemed to include all information (written or oral) concerning the Draft Specification, preliminary design concept(s) or agreed design.
  4. Both we and you 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.

13.   Third party software rights

If we incorporate or embed third party software products in the Web Site then such products will so far as possible be properly licensed to you or to us in accordance with the conditions of sale of the seller of them.  We give no warranty in respect of any such products beyond the warranty given to us and subject to the seller’s conditions.

14.   Intellectual property rights

Software code and graphic images owned by a third party and used under license are not affected by this agreement.  During and after completion of the contract and unless otherwise specified in this agreement ownership of intellectual property shall be as follows:

  1. Web Site concepts belong to the Writer/Customer.
  2. Web Site designs used in the Web Site belong to the Customer.
  3. Web Site designs not used belong to the Writers.
  4. Graphic images provided by the Writers belong to the Customer unless the Writers expressly state that ownership is retained by them.
  5. Software elements being components previously developed by the Writers belong to them.
  6. Data used in the databases belongs to the customer.
  7. Written page content provided by the customer or the writers belongs to the customer unless otherwise agreed.

The Writers now grant an exclusive license to the Customer for all items listed above and owned by them, for use in connection with this web site only for a period of 99 years.  The customer may not assign this licence except by way of sale or transfer of the whole of this Web Site that contains the relevant item.

15.   Intellectual property rights indemnity by Customer

  1. You hereby agrees to indemnify us against all claims and costs arising:
    1. in connection with the Content supplied by you, whether for breach of intellectual property rights defamation or otherwise
    2. out of your failure to comply with any law or statutory instrument.

16.   Limitation of liability

  1. The following provisions set out our entire liability (including any liability for the acts and omissions of our employees) to you in respect of:
    1. any breach of its contractual obligations arising under this agreement; and
    2. any representation statement or omission including negligence arising under or in connection with this agreement.
  2. Our liability is limited to a sum equal to the value of the Contract, including all extra work charged at the Hourly Rates.
  3. We will not be liable to you in respect of any loss of profits, goodwill or any type of special indirect or consequential loss (including loss or damage suffered by you as a result of an action brought by a third party) even if such loss was reasonably foreseeable or we had been advised of the possibility of you incurring the same.
  4. We will have no liability to you in respect of any event unless you have served notice of it on us within one year of the date you became aware of the circumstances giving rise to it or the date when you ought reasonably to have become so aware.
  5. Nothing in this paragraph shall confer any right or remedy upon you to which he would not otherwise be legally entitled.
  6. We will not be liable to you for loss arising from or in connection with any representations agreements statements or undertakings made prior to the date of this agreement.

17.   Termination

This agreement may be terminated immediately by us if you fail to pay any sum due within 7 days of the date of submission of an invoice unless payment terms are otherwise negotiated and agreed.

18.   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 with 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.

19.   Successors to the agreement

The benefit and obligations of this agreement shall be binding on any successor in title.

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.

20.   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 e-mail and shall be deemed to have been received by the addressee within 72 hours of posting or 24 hours if sent by e-mail to the correct address.

21.   Headings

The headings in this document are for reference only.

22.   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 you and us 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.

23.   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.

24.   Jurisdiction

This Contract shall be interpreted according to the laws of England and Wales.

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