Terms & Conditions

Please read these web design terms carefully, as they set out our and your rights and obligations in relation to our web design services.


AGREEMENT:


1. Definitions and interpretation


1.1 In the Agreement:


Acceptance Criteria” has the meaning given to it in Clause [5.2];


Acceptance Period” means a period of [10] Business Days beginning on the date of actual delivery of the Website to the Customer;


Charges” means the amounts payable by the Customer to the Designer under or in relation to the Agreement (as set out in the Proposal);


       “Confidential Information” means the Customer Confidential Information


       “Customer Confidential Information” means:


(a)  any information disclosed (whether disclosed in writing, orally or otherwise) by the Customer to the Designer that is marked as “confidential”, described as “confidential” or should have been reasonably understood by the Designer at the time of disclosure to be confidential; and


(b)  [specify other confidential information here];



Designer Confidential Information” means:


(a)  any information disclosed (whether disclosed in writing, orally or otherwise) by the Designer to the Customer that is marked as “confidential”, described as “confidential” or should have been reasonably understood by the Customer at the time of disclosure to be confidential; and


(b)  [specify other confidential information here];


...


"Scripts" means those elements of the Website consisting of programs written in a computer scripting language;


         “Services” has the meaning given to it in Clause [3.1];


Third Party Works” means:


(a)  the works and materials identified as such in the Proposal; and


[(b) the other works and materials comprised in the Website, the Intellectual Property Rights in which are owned in whole or part by a third party (excluding the Customer Works);]


...


Website” means the website developed or to be developed by the Designer for the Customer under the Agreement.


1.2 In the Agreement, a reference to a statute or statutory provision includes a reference to:


(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and


(b) any subordinate legislation made under that statute or statutory provision.



2. Term


 The Agreement will come into force on the Effective Date and will continue in force until the acceptance of the Website by the Customer in accordance with Clause [5], upon which it will terminate automatically, unless terminated earlier in accordance with Clause [14].


3. The Services


3.1 The Designer will:


(a) design and create the Website;


(b) incorporate the Customer Works specified in the Proposal or agreed in writing by the parties, together with the Third Party Works, into the Website;


(c) keep the Customer informed of the progress of the Website's development;




(d) provide the Customer with reasonable access to the Website during the Term; and


(e) delivery the Website and the files comprising the Website to the Customer in accordance with Clause [5],


(the “Services”).



4. Customer obligations


4.1 The Customer will provide the Designer with:


(a) such co-operation as is required by the Designer (acting reasonably) to enable the performance by the Designer of its obligations under the Agreement; and


(b) all information and documents required by the Designer (acting reasonably) in connection with the provision of the Services.


5. Delivery and acceptance


5.1 The Designer will [use all reasonable endeavours to] deliver the Website to the Customer for acceptance testing on or before the Delivery Date.


5.2 During the Acceptance Period, the Customer will carry out acceptance tests to determine:


(a) whether the Website conforms in all material respects with the specification of the Website in the Proposal; and


(b) whether the Website has any Defects,


 (the “Acceptance Criteria”).


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6. Third Party Works


6.1 Third Party Works will be licensed to the Customer under the relevant licensor’s standard terms and conditions for online use, or on licence terms notified by the Designer to the Customer.



7. Unlawful Content


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8. Charges and payment


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9. Intellectual Property Rights


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10. Warranties [and indemnity]


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11. Limitations and exclusions of liability


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12. Data protection


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13. Confidentiality and publicity


14. Termination


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15. Effects of termination


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16. General


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