SAMPLE AGREEMENT

Scope of Project

1.1. We agree to meet you where practicable to discuss and plan the next steps regarding the design of your site.

1.2. We will set a timeline of dates of when tasks shall be completed. You agree to work with these dates. In the event we receive your documents, required information and feedback after the dates agreed, completion will be rescheduled to a reasonable time thereafter.

1.3. Our web design process is as follows:

Planning
Concepts
Designs
Development
Testing & Optimising
Deployment
1.4. At the Design stage of the project, we will create full page designs for each unique page of your website. You will be given an opportunity to provide us your feedback at this stage.

1.5. Your mock-ups will be in accordance with the latest trends in conversion-led web design.

1.6. Placeholder text may be used and any changes to these should be communicated to us in advance of the go-live date.

1.7. The Development stage of the project commences on the first practicable day after we receive your feedback on the designs. We shall build your website using WordPress. This is a user-friendly platform for our clients to take on and manage as they wish.

1.8. You agree that the Supplier’s ability to provide the Services is dependent upon the full and timely co-operation of the Client (which the Client agrees to provide) as well as the accuracy and completeness of any information and data which the Client provides to the Supplier.

1.9. We are not responsible for drafting web content.

1.10. You should supply graphic files in an editable, vector digital format, preferably .png. You should supply photographs in a high-resolution digital format. If you choose to buy stock photographs, we can suggest stock libraries. If you’d like us to search for photographs for you, we can provide a separate estimate for this.

1.11. We shall use our best endeavors to implement your new website within 8 weeks from the commencement of the contract, subject to any alternative agreement. To avoid any doubt, you acknowledge and agree that we shall not be liable in whole or in part for any delay in development, installation, testing and/or delivery where such delay is due to an act or omission of you, your employees, representatives and/or agents. For the avoidance of doubt, any delay on your part, howsoever caused, may result in an overall delay to the project commensurate to the time lost.

Browser Testing

2.1. We shall build your website as per the documents and information you provide. Your website will be developed to work across all major browsers and platforms including other devices such as mobile phones and tablets. However, we cannot guarantee complete and/or long term compatibility across every major browser, platform or handheld device due to updates/upgrades by browser developers and, in particular, we cannot guarantee compatibility in old or redundant browser software.

2.2. If you require an enhanced design for an older browser, we shall provide you separate estimate for this service.

Changes and Revisions

3.1. You will have adequate opportunity to provide us with your feedback and/or design amendments at both the Concept and Design stages. Once we move on to the Development stage, you may request additional design amendments which will be charged separately at an hourly rate of £80.00 + VAT per hour.

3.2. We will complete a website review every 6 months from the date the website goes live. This review will include an overview of suggested improvements to both the design and performance of the website based on data collected from analytical reports.

3.3. The decision to proceed with the suggested improvements will ultimately be yours. Should you approve the improvements, we will undertake them at our earliest opportunity and within 2 weeks from the date these are signed-off by you.

3.4. We shall not be liable for site downtime or interruptions to the operation of the site arising from circumstances beyond our reasonable control, including but not limited to delays caused by third parties such as any former provider of digital marketing or web hosting services. As such, it is in your best interests to acquire from your former provider and pass to us any relevant records (including but not limited to domain name registration details) upon termination of your agreement with them. For the avoidance of doubt, we are not liable for errors or delays arising as a result of acts or omissions of your former provider.

Site Content

4.1. Once we have received your documents, we will liaise with you regarding your site’s content.

4.2. We will make recommendations as to how this content should be apportioned. Depending on the size and trade of your business, more content may be required. If we require further content we request this is provided in a timely manner to avoid delays.

4.3. The Supplier shall update the Site with Materials provided from time to time by the Client. The Client will ensure that the Materials provided do not infringe any applicable laws, regulations or third party rights (including material which is obscene, indecent, pornographic, offensive, defamatory, threatening, liable to incite racial hatred or acts of terrorism or in breach of any third party Intellectual Property Rights (“Inappropriate Content”).

4.4. The Supplier shall notify the Client promptly if it becomes aware of any allegation that any content on the Site may be Inappropriate Content.

4.5. The Client shall indemnify the Supplier against all damages, losses and expenses arising as a result of any action or claim that the Site Content constitutes Inappropriate Content.

4.6. We shall provide a backup of the site and any associated material upon request.

4.7. Ongoing 24/7 access to the site shall be made available to you and anyone else deemed competent by you.

4.8. We shall not be responsible for changes made to any part of the site, including but not limited to its content, structure and by you or third parties, which adversely affect enquiry volumes or the design aesthetic of the site.

4.9. You will be provided with a demonstration video of how to manage the website upon request. This will only be provided on completion of the project.

Reporting, Assistance & Support

5.1. We shall provide you with a monthly report after the website has gone live containing up-to-date web analytics and reporting on key metrics. The report will include a summation of recent activities carried out on the site and other online business generation updates relevant to you.

5.2. Our support team shall be available Monday to Friday 9.30am to 5.30pm and shall be contactable out of those hours for emergency enquiries. Reasonable ongoing support shall be provided. Requested changes, alterations, amendments or additions to the site shall be made within a reasonable time.

Price and Payment

6.1. The Supplier agrees to design, develop and maintain your website for a monthly fee of £400.00 plus VAT for a minimum of 24 months from the Commencement Date.

6.2. The Client will pay the monthly installment by direct debit and the Supplier will implement this via GoCardless and payments will be collected on around the 24th day of each month.

Cancellation

7.1. This Agreement is for a 24 month period which begins on Commencement Date and will automatically renew unless one month’s notice is given prior to the end of the Agreement such notice cannot be given earlier than the expiration of the first 12 months and only upon one month’s written notice.(subject to earlier termination under Clause 8)

7.2. If you wish to cancel after the initial 12-month period you will be liable to pay 25% of the remainder of the contract plus the one-month’s notice.

Termination

8.1. Without affecting any other right or remedy available to it, the Supplier may terminate this Agreement with immediate effect by giving seven days written notice to the Client if the Client fails to pay any amount due under this Agreement on the due date for such payment and remains in default not less than 7 days after being notified in writing to make such payment.

8.2. Upon termination pursuant to this Clause 8.2 the Supplier will remove the website and the Client will no longer have access to the website.

Intellectual Property

9.1. You guarantee and take full responsibility that all elements of text, images or other artwork you provide are either owned by you, or that you have written permission to use them. The Client will indemnify the Supplier against all damages, losses, expenses as a result of any action or claim that the Site or material infringes any Intellectual Property Rights of a third party.

9.2. When your final payment has cleared, copyright will be automatically assigned as follows:-
(A) You will own the visual elements that we create for this project. We will provide you will the source files and finished files once finished. We are not required to a keep a copy of these files therefore please keep them safe.
(B) You own all elements of text, images and data you provide, unless someone else owns them.
(C) We will own the unique combination of these elements that constitutes a complete design and we will license its use to you exclusively and in perpetuity for this project only, unless we agree otherwise.
(D) We reserve the right, to display and link to your project as part of our portfolio and to write about it on our website, in magazines and social media sites. We reserve the right to state on your website that your website design was created and designed by Ri Web.

Force Majeure

10.1. Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed OR the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of the delay continues for ___ weeks ( months) the party not affected may terminate this Agreement by giving one month’s notice to the affected party.

Warranties

11.1. Each of the parties warrants to the other that it has full power and authority to enter into and perform this Agreement.

11.2. The Supplier shall perform the Services with reasonable care and skill.

11.3. The Supplier warrants that the Site will perform substantially in accordance with the site specification for a period of three months from Acceptance. If the Site does not perfrom, the Supplier shall, for no additional charge, carry out any work necessary in order that the Site substantially complies with the Site specification.

11.4. The warranty set out in Clause 11. 3 shall not apply to the extent that any failure of the Site to perform substantially in accordance with the Site Specification is caused by any materials provided by the Client.

11.5. This warranty sets out the full extent of the Supplier’s obligations and liabilities in respect of the supply of services. All conditions, warranties or other terms concerning te Services which might otherwise be implied into this Agreement or any collateral contract (whether by statute or otherwise) are hereby excluded.

Data Protection

12.1. The Supplier warrants that to the extent it processes any personal data on behalf of the Client:
(a) it shall act only on instructions from the Client;and
(b) it has in place appropriate technical and organizational security measures against unauthorized or unlawful processing of Personal Dta and against accidental loss or destruction of or damage to Personal Data.

12.2. In this Clause 12 Personal Data has the meaning given to it in the Data Protection Act 1998.

Limitation of Remedies and Liability

13.1 Nothing in this agreement shall operate to exclude or limit the Supplier’s liability for:
(a) death or personal injury caused by its negligence; or
(b) any breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
(c) fraud; or
(d) any other liability which cannot be excluded or limited under applicable law.

13.2. The Supplier shall not be liable to the Customer for any damage to software, damage to or loss of data, loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage.

13.3. Subject to Clause 13.1, the Supplier’s aggregate liability in respect of claims based on events in any calendar year arising out of or in connection with this agreement or any collateral contract, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed [PERCENTAGE]% of the total Charges payable by the Customer to the Supplier under this agreement in that calendar year.

Confidentiality

14.1. Each party shall protect the Confidential Information of the other party against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.

14.2 Confidential Information may be disclosed by the receiving party to its employees, affiliates and professional advisers, provided that the recipient is bound in writing to maintain the confidentiality of the Confidential Information received.

14.3 The obligations set out in this Clause 14 shall not apply to Confidential Information which the receiving party can demonstrate:
(a) is or has become publicly known other than through breach of this Clause 14; or
(b) was in possession of the receiving party prior to disclosure by the other party; or
(c) was received by the receiving party from an independent third party who has full right of disclosure; or
(d) [was independently developed by the receiving party; or]
(e) was required to be disclosed by a governmental authority, stock exchange or regulatory body, provided that the party subject to such requirement to disclose gives the other party prompt written notice of the requirement.

14.4 The obligations of confidentiality in this Clause 14 shall not be affected by the expiry or termination of this agreement.

14.5 [This Clause 14 supersedes the terms of the Non-Disclosure Agreement between the Supplier and the Customer dated [DATE], which is hereby terminated.]

Assignment

15.1 Neither party may assign or transfer any of its rights or obligations under this agreement without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.

Entire Agreement

16.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

16.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

Third Party Rights

17.1 [Unless it expressly states otherwise,] this agreement does not give rise to rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

17.2 [The rights of the parties to rescind or vary this agreement are not subject to the consent of any other person.]

Variation

18.1 No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

Waiver

19.1 No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

Rights and Remedies

20.1 Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

Governing Law

21.1 This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

Jurisdiction

22.1 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.