The Client agrees to:
(I) Provide the Company, within a reasonable timescale, everything that is requested from you to complete the Project ¬ including text, images and other information.
(II) Review the Company’s work, provide feedback, and sign¬off approval in a timely manner.
(III) Adhere to payment schemes agreed with United Studios.
(IV) Advise, in advance, of any confidential information to be presented by email, written, or verbally, between both parties. Also, for this to be marked as ‘confidential’ in the subject of the email, or clearly on any written documents.
The Supplier agrees to:
(I) Carry out services in a professional and timely manner.
(II) Make every effort to adhere to any deadlines agreed between both parties.
(III) Adhere to the agreed number of revisions to the design, layout, colours etc. as per the regulations set out in Clause 4 (..) but no more than 2 major revisions. Additional revisions or design work outside the scope of the project will be charged separately.
(IV) The Supplier shall inform the Client of work being done outside of the scope of the project, or for the potential of further work being invoiced separately.
(V) Maintain up to date skills and knowledge through regular training and research.
Details regarding general Services include:
(I) All websites are developed to work primarily across all major browsers and platforms including other devices such as mobile phones and touchpads. However, the Company cannot guarantee complete and/or long term compatibility across every major browser, platform or handheld device due to updates and upgrades by their respective vendors.
(II) Websites will be built to operate in all current major internet browsers including Internet Explorer 8. Support for Internet Explorer 7 or below is no longer supported by the Supplier. If the Client requires their website to be compatible with Internet Explorer 7, this must be stated at the beginning of the contract.
(III) Any images that the company are asked to obtain from third party photographers or stock photography will be charged as an additional cost.
(IV) The Supplier will maintain copies of all the files used in connection with the Client’s project, including backups of the original files, if applicable. A copy of all the files used in connection with the project can be supplied at any time. Copies of the website files are maintained by the Supplier for a reasonable time (usually at least one year).
(I) The Client has agreed to pay the Supplier the sum quoted for provision of the services set out in the Client’s written quotation hereto (hereinafter “the Services”), such sum to be paid in accordance with Clause 3 (II) and Clause 5 below.
(II) The Client shall pay to the Supplier an advance payment in sterling within seven days of execution of the Agreement by the Client. The Client hereby acknowledges and accepts that no work shall be undertaken by the Supplier until such time as cleared funds in respect of the aforementioned payment has been received by the Supplier. The balance of the remuneration set out in the quotation (less the advanced payment) shall be payable by the Client to the Supplier within 14 days of the completion of the service as defined in Clause 5 below.
(III) The Supplier will not be liable for any project delays incurred by the Client. Project delays are classed as: push back on approval deadlines, delays in provision of information needed to proceed and elements which are controlled by the Client. NOTE: If the Client is not happy with the output then this would be considered as a response with feedback – which is still an approval of sorts so not a purposeful delay of the project.
(IV) The Supplier reserves the right to charge the Client interest on any overdue remuneration payable to the Supplier under Clause 3 (II) above at the rate of 2% per month.
Subject to any agreement set in writing between parties to the contrary, the following processes and timescales shall apply to the provision of the Services:
(I) Once the Client has submitted their requirements, the Supplier will check the validity of the business transaction with the appropriate organisations before proceeding with the contract.
(II) No work shall be undertaken until the Contract Agreement has been signed and a deposit has been paid, as per Clause 3 (II).
(III) The Supplier shall submit a Project Implementation Plan to the Client within 10 days of the Client agreeing to the recommendations set out, and signing the Contract Agreement.
(IV) All clients will be offered one final version of the required work, and up to but no more than 2 drafts of this work as part of the initial agreed cost. Any additional changes or amendments to any of the design, development or marketing of the project will be invoiced separately.
(V) All timescales will be laid out in the Clients’ Project Implementation Plan. The Client is responsible for agreeing to and confirming the processes set out in this Project Implementation Plan. Failure to do so will result in the halt of work by the Supplier.
The completion of service shall be deemed to take place:
(I) If the Client fails to notify the Supplier of any amendments required above and the timescale in which to do so has expired, or,
(II) Seven days from the submission by the Supplier to the Client of the final draft of the Work referred to in Clause 3 (V).
(III) Work may go live before the completion date only if agreed in writing by both parties, in which case a separate agreement laying out the terms of payment in accordance with this agreement will be drawn up by the Supplier.
(I) The Amendments envisaged in Clause 4 above are those which are reasonably required by the Client in order to produce the Work reasonably necessary to meet their requirements as described in the Services set out in Schedule 1. Should the Client require revisions which go beyond those reasonably necessary to meet the description and services in Schedule 1, or the Clients changes its requirements, the Supplier reserves the right to charge an additional remuneration, such sum to be advised to the Client before the commencement of any work by the Supplier.
(II) The requirement for, or any agreement on, any additional remuneration referred to in Clause 6 (I) above shall have no effect on nor act as a waiver to any sums due under this Agreement in respect of the Work relating to the Services described in Schedule 1 hereto.
(I) The Client agrees to provide to the Supplier clear briefings as to their requirements regarding the Work comprising the Services and to supply such further information as the Supplier may request which is in their knowledge and which the Supplier might reasonably require in order to product or complete the Work.
(II) Should the Client provide any confidential information to the Supplier regarding its business, its business plans or its customers under Clause 4 above, or otherwise, the Supplier agrees to keep such information confidential and not to disclose it without the written permission of the Client unless required to do so by law.
(III) The Supplier confirms that it will comply with the requirements of the Data Protection Act 1998 and all other relevant data protection legislation in force in England and Wales from time to time.
(I) The Supplier warrants that:
a) To the best of its knowledge and belief, the Work it will produce as part of the Services will be original to its author or designer, unless otherwise stated.
b) Any quotations used by the Supplier within the written content of the Work will, to the best of the Supplier’s knowledge and belief, be legitimately sourced and will be clearly referenced therein.
c) Any facts, figures or information sourced by the Supplier will to the best of the Supplier’s knowledge and belief be accurate at the time of production of the Work.
(II) The Supplier will make every effort to ensure the Work is free of errors. The Client shall review the Work before use and assumes responsibility for the content as disseminated by them.
(I) Whilst the Supplier will take all reasonable care in the production of the Work it will produce as part of the Services, it will not be liable for any loss or damage suffered by the Client or any third party arising from its use or reproduction by the Client or anyone acting on the Client’s behalf.
(II) The Client agrees to indemnify the Supplier in respect of any claims, damages or costs arising out of the use of the Work by the Client or anyone acting on the Client’s behalf.
(III) The Client will be supplied with a Project Implementation Plan, and email notifications of work completed and information required throughout the project lifespan. The company will not be held liable for any missed launch date or deadline if the Client has been late in supplying materials, or has not approved or signed off work provided by the Supplier on-time, at any stage.
All and any Intellectual Property rights in the Works will reside with the Supplier until the completion of service as defined in Clause 5 above. At the completion of service, the said Intellectual Property rights shall pass to the Client provided all the obligations of the Client arising from the Agreement (including, but without limitation, those relating to the remuneration in respect of the Services set out above) have been met.
(I) Neither party shall be liable for any failure to perform or any delay in performance of any obligations under this Agreement caused by circumstances beyond its control (hereinafter “a Force Majeure Event”).
(II) The party claiming a Force Majeure Event shall notify the other party in writing of the reasons and its likely duration. That party shall take all reasonable steps to overcome the delay or stoppage.
(III) The party claiming a Force Majeure Event shall have a reasonable extension of time to perform its obligations under this Agreement, taking into account all of the circumstances.
(IV) Any costs arising from any delay or stoppage arising out of a Force Majeure Event shall be borne by the party incurring those costs.
(V) If the Force Majeure Event continues for more than 30 consecutive days, the party not claiming the Force Majeure Event may terminate this Agreement with immediate effect on notice to the other party and neither shall be liable to the other for such termination.
The failure of either party to enforce at any time or for any period any term or right under this Agreement shall not be construed as a waiver of that term or right, and shall not affect that party’s right later to enforce it.
If the provision of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable then such invalidity or unenforceability shall not affect the other provisions of this Agreement, which shall remain in full force and effect. The parties agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the same effect as would have been achieved by the invalid or unenforceable provision.
Neither party shall assign, transfer, charge or deal in any other manner with this Agreement or any of its rights under it without the prior written consent of the other party, such consent not to be unreasonably conditioned, withheld or delayed.
Any notice, invoice or other communication with either party is required by this Agreement to serve on or deliver to the other party shall be sufficiently served or delivered if sent to the other party at its given email address, unless a postal address is provided and preferred by the Client.
This Agreement shall be governed by and constructed in accordance with the laws of England and Wales and each party irrevocably agrees to submit to the jurisdiction of the Courts of England and Wales over any claim or matter arising under or in connection with this Agreement.
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