A client would agree to the following standard development terms when asking us to develop a website for them. In this agreement Somerset Web Services are hereafter referred to as SWS.
- Development of Website. SWS agrees to develop the Website and other associated page content according to the Proposal email accepted by the Client.
- Client Content. “Client Content” shall mean any materials provided by the Client for incorporation in the Website, including, but not limited to, any images, photographs, illustrations, graphics, audio clips, video clips or text. The Client shall deliver the Client Content to SWS in an electronic file format specified (e.g., txt, jpg) or as otherwise agreed. Any services required to convert Client Content to an electronic format (e.g. scanning or data entry) may be charged as an additional cost.
- Delivery of Website. SWS will carry out the services in a professional manner and shall use reasonable endeavours to deliver to the Client an operational Website according to our Proposal no later than the Completion Date assuming all Client Content is delivered to us within the stated Timescales and Deadlines. The Client acknowledges, however, that the Completion Date is a guideline and is not legally binding.
- Timescales and Deadlines. The Client shall promptly deliver all Client Content to SWS by the “Client Content due by Date” specified in the Timescales and Deadlines. Late delivery may incur additional costs due to increased administration and project overhead. The Client is responsible for responding to SWS Requests For Information in a prompt manner to ensure timely delivery of the project, for example sign-off on a design mock-up. Failure to respond in a timely manner may result in the project not meeting the Completion Date deadline. Should the project pass the Completion Date due to the Client not responding to a SWS Request For Information or not supplying SWS the Client Content as requested, SWS has the right, but not the obligation, to invoice for work completed to date.
- Ownership Rights. The Client shall own all rights, title, and interest in the Website, images, banners and artwork and all other material supplied by the Client (Client Content), e.g. text and images. Where a Website incorporates licensed software from a third-party, e.g. WordPress, Magento, OpenCart, a right to use the software is granted (under the terms of the respective third-party licensed software) however ownership of the licensed software remains with the third-party. Where stock photography has been used the Client has a licence to use the photography on the Website but does not imply ownership.The Client will own the rights to any Domain Name purchased by SWS on their behalf. The Client will be set as the Registrant. The Client is responsible for providing SWS the appropriate Registrant details for the Domain Name prior to purchase and registration.
- Payment Terms. For all of SWS services under this Agreement, the Client shall pay SWS 50% + VAT of the Total Charge at the date of this Order and the balance of the Total Charge upon completion.Completion means passing the Website over to the Client so the Client may populate the Website with content (if agreed) and does not necessarily mean going live. If not paid SWS shall have the right, but not the obligation, to terminate this Agreement and remove the Website.
- Limited Warranty and Limitation on Damages. SWS warrants the Website will conform to the specification described in our Proposal. If the Website does not conform to the Proposal, SWS shall be responsible to correct the Website without unreasonable delay, at SWS’s sole expense and without charge to the Client, to bring the Website into conformance with the Proposal. Other than implied by law and not capable of being negated by agreement, this warranty shall be the exclusive warranty available to the Client. The Client waives any other warranty, express or implied.
The Client acknowledges that SWS does not warrant that the Website will work on all Browsers. SWS warrants the Website will work on Browsers and their respective live versions stated in our Proposal at the time of the Website going live.
The Client acknowledges that SWS is not responsible for the effects or results returned by the Website. Client waives any claim for damages, direct or indirect, and agrees that its sole and exclusive remedy for damages (either in contract or tort) is the return of the Total Charge.
SWS accepts no liability for any damage, loss of productivity, or loss or alteration of matter detrimental to the Client’s property due to the use of third party software or hardware installed or recommended by SWS.
- Unseen Additional Costs. SWS and the Client agree that during the proofing of each web page, the Client may desire alternative graphics, maps, images, animation, audio components, and digital components of the Website that SWS has provided as part of the Total Charge. In this event and with mutual agreement between SWS and the Client, SWS may purchase stock photography etc for the Client’s alternative requirements at an extra charge, which will be added to the invoice for the balance.
- Privacy. The Client and SWS agree that all issues concerning Privacy Act compliance are for Client and SWS gives no warranty or undertaking that the Site complies with or operates in accordance with the requirements of such legislation and Regulations thereunder.
- Confidentiality. The Client acknowledges and agrees that this Agreement, the Proposal and all correspondence related to the development of the Website constitute valuable trade secrets of SWS. The Client shall keep such information confidential and shall not, at any time during or after the term of this Agreement, without SWS’s prior written consent, disclose or otherwise make it available to anyone, either directly or indirectly.
- Search Engines. The Website has been programmed such that its internal structure conforms to current best practice to be found by Search Engines. The Website will be submitted by SWS to Google and leading Search Engines at the point of the Website going live.
SWS will use its technical expertise and best efforts to ensure the Website is found by a search in Google in as short a time as possible. Google does not commit to index (allow a Website to be found by a Google Search) a new website in any stated minimum period or indeed at all. Therefore SWS cannot guarantee when the Website will be become visible in a Google Search. However a new website is typically visible in a Google Search within 14 days of submission to Google. Consequently, the period for visibility within Google is a guideline and not a guarantee by SWS.
In the unlikely event of the Website not being visible within 28 days of submission to Google the Client is advised to contact Google to determine the reasons why. Alternatively, in this unlikely event, SWS can be engaged as a chargeable assignment to perform this service if requested. Please note: Acceptance by Google and other leading Search Engines means the Website can be found by an appropriate search. It does not guarantee the Website will be displayed on the first page, or any other specific page, of the search results. The Client is advised that current Search Engine behaviour (i.e. their internal algorithm) typically returns higher Search Engine result positions for older websites. An advanced development practice known as Search Engine Optimisation (or SEO) can be used to expedite the process of returning the Website higher in search results. Please contact SWS for more information.
- W3C Compliancy – Best Practice. To achieve compliance with the Equality Act and guidelines SWS will design the Website for W3C Compliancy. This will be tested using official W3C Validation from the World Wide Web Consortium (www.w3.org). However, where some complex coding is used the Client agrees that some points may not comply. This however, should not affect the overall accessibility of the website.
- W3C Compliancy with a Content Management System or an eCommerce System. SWS uses specialist third-party products to enable the Client to update Client Content in either a CMS or eCommerce Website. Although SWS endeavours to program the CMS or eCommerce system for W3C compliancy the Client agrees that some minor W3C points may not comply due to the internal third-party system design and functionality. The Client agrees that some W3C guidelines may fail if the Client adds Client Content that does not comply. This however, should not affect the overall accessibility of the Website.
- Content Management System Training. Where a Website is written with a Content Management System (CMS) SWS will provide training so the Client can continue to add and update Client Content. A period of unlimited support is provided from the date of the Client receiving training. This period is designed to ensure the Client is familiar with updating their Client Content. The period length is defined in the Proposal sent to the Client.
- eCommerce Training. Where a Website is written with an eCommerce System SWS will provide eCommerce training so the Client can continue to add and update Client Content, for example adding and changing Products and Product Categories. A period of unlimited support is provided from the date of the Client receiving eCommerce training. This period is designed to ensure the Client is familiar with updating their Client Content. The period length is defined in the Proposal sent to the Client.
- Hosting. The Client agrees to the Terms and Conditions for Hosting packages as stated on the SWS website.
- Support. Technical support for Hosting, WordPress, Magento or OpenCart is provided by SWS on normal business working days from 09:00 to 17:00. Support is provided by a local (01823) phone number, email (firstname.lastname@example.org) and an online Helpdesk ticketing system on the SWS website.
Usage of the online Helpdesk ticketing system requires the Client to register a logon userid and password. SWS will endeavour to respond to all support requests within a maximum of two working hours. For urgent issues, like an inactive Website or Email, best efforts will be made by SWS to respond to these issues immediately during office hours.
Technical support for Hosting packages is included free as part of the Hosting package. Adhoc CMS or eCommerce support is a chargeable service unless a pre-paid CMS or eCommerce support package has been purchased. If the Client makes changes detrimental to the Website then this can be rectified by SWS at a charge agreed by the Client.