Website Development Terms and Conditions

Applicable to web development clients. Web Development Contract – Terms & Conditions

 We have a sincere desire to delight you, our client. One way to ensure this is to make clear our understandings with each other. Please read the following carefully, and feel free to enquire if there is anything you would like explained or clarified.

1. Venue of Contract

Regardless of the place of signing an agreement, the client agrees that for the purposes of venue a contract is entered into in England and that any dispute will be resolved under English Law.

2. Terms of Reference

For the purposes of this document and future communications:
‘You’ or ‘the client’ both refer to:
Name: {client name}
Company: {company name}
Address: {company address}

 ‘F&P', ‘Fresher & Prosper’, ‘us’ or ‘we’, all refer to:
Company: Fresher & Prosper  (Company number: 08414269) 

This includes our suppliers, partners & subcontractors.Company Address: The Corner House, Western Terrace, The Park, Nottingham. NG7 1AF. United Kingdom.

‘Work’, ‘the website’, ‘your website’ or ‘this website’ all refer to the exact website(s), web application(s), web-development work or web-consultancy work as detailed in the Specification and Schedule of Development (SSD). This includes but is not limited to components defined as follows:

‘Components’ of the website are understood to include any & all aspects of the website or web-development (including but not limited to: graphics, text, web-pages, code, applications, software, audio, video & other documents).

‘SSD’ refers to the Specification and Schedule of Development of which these terms form a part (see section 3).The SSD forms a key part of our contracts.

‘Domain name’ refers to your website address on the world wide web – e.g. yourwebsite.co.uk

‘Hosting’ or ‘Server’ refer to the machines (or owners thereof) who display your website on the internet.

‘ACT‘refers to Amended Contractual Terms document. This is an optional additional document used to modify the terms of a contract for specific project requirements (see section 31). The majority of contracts do not require an ACT document.

3. Specification and Schedule of Development

The SSD consists of these terms, a development specification (detailing the work to be carried out by us and any technical requirements of your project) and a development schedule (detailing our agreed delivery and payment plan).

The SSD document details work to be carried out by us over an agreed time period.

Once signed by F&P and the Client, all parts of the SSD form key components of our contracts and are subject to the terms of each contract. 

By signing a contract you confirm that you understand all parts of the SSD and that the technical specification has been clearly explained to you.

By signing a contract you agree to make all payments by the due date and confirm that you understand the implications of prompt & late payments (detailed in sections 8, 9 and 10).

Any questions or queries about the SSD should be raised before signing any document.

4. Services Provided

Specific services to be provided by F&P are defined in the SSD document.

If you’re taking advantage of our hosting service we also provide arrangement of hosting facilities and upload of your website to the server. If the client is providing their own hosting, they alone are responsible for uploading, servicing and maintaining the web application and server (including any related components) and resolving any issues that arise. While in most cases we will do everything possible to assist the client in this area, we are not legally bound to do so, and even if we have started to do so, we are not legally bound to continue to do so. We may withdraw our assistance at any point. We draw your attention to section 19 regarding Non-F&P Hosting.

During the course of development, for the convenience of the client, we may provide additional services to those specified in the SSD (including, but not limited to, graphical design work, copywriting, photography, imaging and printing). Please note that any services provided that are not detailed in the SSD are provided on an “as is” basis and we provide neither warranty nor guarantee of quality standard or suitability for purpose. If required we can quote separately for the provision of additional services.

All F&P services are provided under the terms of our contract. However, this contract is not a contract for the services themselves.

We wish to draw your attention to sections 27& 28 of this document, limiting warranty & our liability in the provision of any service.

5. Your Freedom to Change Service Provider

After dealing with F&P we don’t think you’ll want to leave us. However, you are free to do so at any time and you are NOT financially tied to us for maintenance or service in the future, provided that the value of the current contract has been paid in full (including any late payment charges if applicable).

6. Validity of Quoted Rates 

We agree to be bound by the rates in the SSD for the work detailed in the SSD and for the duration of the SSD, provided the client meets their contractual agreements and makes all payments by the due date. The SDD forms a key part of our contracts and therefore late payments by the client will void our obligation to provide the services at rates quoted in the SSD.

Our rates apply on a project by project basis – they are subject to change and revision at any time.

Quotations are valid for 30 days from the date of issue. F & P are entitled to withdraw from the contract at any time prior to acceptance.

7. Additional / Unexpected Costs

While it is highly unlikely, from time to time there may be unexpected costs during the development of a website, for example buying 3rd party software, or needing to use additional stock photography. The client will not be liable for these costs until we have obtained permission from the client to proceed with the purchase. Permission may be given in writing, electronic mail, fax or over the telephone.

After agreeing to the additional cost, this will be added onto the value of the existing contract and the client will then be liable for this cost, to be billed in the next naturally occurring invoice. Any such additions will be subject to the terms outlined in our contracts.

8. Invoices and Payments

For clarification, the date of invoice issue is the day that we physically mail it to you (via electronic or traditional mail). The date of payment receipt is the day that we physically receive the payment from you. Cheque payments will not be considered received until the cheque has fully cleared.

All invoices are payable within 28 days from the date of issue or by the date noted on the SSD, whichever is the earlier.All invoices are payable within 28 days from the date of issue or by the date noted on the SSD, whichever is the earlier.

Prices are subject to change without notice.

9. Payment Difficulties

If you have difficulty in meeting the schedule of payments we have agreed (in the SSD), please contact us as soon as possible to discuss the matter. Our sincere aim is to resolve matters to the mutual satisfaction of the client and ourselves. However this in no way affects our right to charge the client for late payments as detailed in the section below.

10. Late Payment Charges & Procedure

We draw your attention to the Late Payment Charges. Our current charge for late payments is 10% of the outstanding balance per month, accruing from the date payment is due.

For illustration, a £100 balance due on 1st March will rise to £110 on 1st of April the following month. If this amount remains unpaid by 1st May, the amount payable will then rise to £121 (a rise of £11, which is 10% of £110).

 The payments detailed in the SSD form a key part of our contracts. F&P retains the right to apply the late payment charges as detailed above. Furthermore, should collection of unpaid monies prove necessary, the client agrees to pay any & all costs of collection.

Any charges made for late payments will be billed in the next naturally occurring invoice. If it is the final instalment, the value of the final payment will be increased by the total of the payment charges due.

Payments overdue by 3 months will be considered bad debts. Any web development will then be halted. We reserve the right to take down the website at this point and if applicable, reallocate our hosting space.

Reinstatement of the website is normally possible, but we are not legally bound to provide this option. If we can provide this option it will attract a charge (currently £100 but subject to change without notice).

11. Project Delivery

F&P always strive to deliver services promptly and meet any deadlines we agree upon. However, please note that delivery deadlines, even those noted in the SSD are not included in our legally binding contracts. Late delivery by F&P may well attract compensation (financial or otherwise). However, this is entirely at our discretion and F&P is not legally obliged to pay any kind of compensation for late delivery.

12. Design Credit

A link to F&P will appear in either small type or by a small graphic in the footer of the client’s web pages. If a graphic is used it will be designed to fit in with the overall site design. The client also agrees that any website we develop for them may be presented in our portfolio.

13. Post-Placements Alterations

F&P cannot accept responsibility for any alterations caused by a third party occurring to the client’s pages once installed. Such alterations include, but are not limited to, additions, modifications or deletions.

14. Search Engine Placement

F&P creates pages that are accessible to search engines. However, F&P give no guarantee that the site will rank highly with search engines.

15. Unlawful Content

15.1 The Customer must ensure that the Customer Works will not:

(a) infringe any person’s Intellectual Property Rights or other legal rights; 
(b) breach any laws or regulations; or 
(c) give rise to a cause of action against any person,in each case under any applicable law (“Unlawful Content”).

15.2 Any breach by the Customer of Clause [15.1] will be deemed to be a material breach of the Agreement for the purposes of Clause [15].

15.3 The Customer hereby indemnifies and undertakes to keep indemnified the Designer against any and all damages, liabilities, cost, losses and expenses (including legal expenses) suffered or incurred by the Designer and arising out of any breach or alleged breach by the Customer of Clause [15.1].

16. Intellectual Property Rights – Domain Name

Upon receiving the value of our contract in full, the rights to the domain name will be transferred from us to the client. (This does not imply the acquisition of any rights other than that of the domain name ownership.)

17. Intellectual Property Rights – Materials That You Submit

We have to be sure that we are not breaking any laws when we use the materials that you provide.

Materials in this context may include, but are not limited to: images, copy for web pages, copy for brochures or business cards, any logos or badges of memberships / associations and any other content that is to be included on a website, print product or digital product that we create for you.

By signing our contract the client unconditionally guarantees that all components submitted by the client to us in the creation of your website is the legally owned property of the client, or that the client has the legal right to use these components in this context. We are in no way liable for the consequences of the client submitting materials for which it does not own the Intellectual Property Rights.

18. Intellectual Property Rights – Your Website / Our Work

Unlike some web-development firms F&P believe that a paying client should own the commissioned web application in its entirety, and we behave accordingly.

Nevertheless we retain the right to reuse individual components of your site in future projects, for example, graphical icons, HTML snippits and coding functions. We deliver websites with the highest quality coding and reusing ‘the best bits’ enables us to continue providing an exceptional service to clients at competitive rates.

Reuse applies to code only - we will never reuse your company logo, graphics or designs in another website, unless at your request.

Once the value of the current contract has been paid in full (including any late payment charges if applicable), ownership of the website will be transferred to the client. ‘Ownership of the website’ shall be understood to mean the specific collection, function & formation of components that make up the website and not the individual components in themselves.

The client agrees that HTML pages built from a graphic design may not exactly match the original design because of differences between the display in design software and the rendering of HTML code by internet browser software. F&P agree to match the design as closely as possible when building the code.

If an error or issue with the design or code arises during the project, which does not allow the design or code to match the original specification, then a client agrees that F&P can apply a closest alternative solution.

Finally, we draw the client’s attention to our retention of all rights to display pages, components & graphics of the website as examples of our work in future portfolios (online and offline).

There may be exceptions to the above when using 3rd party components, as detailed in section 26.

19. Intellectual Property Rights – Your Freedoms

In as far as it does not detract from the above; the client may freely (re)use any component of the website created by F&P, including graphics, code & text. The client may request these from us at any time. However, provision is at our discretion and we are not legally bound to provide artwork or graphics of any kind.

To clarify by example, you may use any graphics we create in your company literature / stationery and you may alter, decompile & reverse engineer code if your company has the skill or resources to do so. You may also employ other companies or persons to alter your website in the future.

 We remind you that you are not tied to F&P to maintain your website.

However please note that if the website is altered in any way by anybody other than F&P, any and all liabilities and commitments in regard to your website will cease even in the eventuality that F&P are held legally responsible.

Exceptions to above freedoms are 3rd party components, as detailed in section 26.

20. Domain Registration & Hosting

If the first year’s domain and / or hosting are included in the price of your website, you will be invoiced for next year’s domain and hosting 90 days before the domain is due to expire. This is approximately 9 months from the date of our contract. All F&P invoices are payable within 28 days.

Please see section 10 for more details of Late Payment Charges & Procedure.

If the client is responsible for the hosting, additional conditions apply, as stipulated in section 21.

21. Non F&P Hosting

If our work is to be used on hosting other than that we provide, some additional conditions apply.

We require access to your server or hosting to test compatibility before and possibly during work on your website. Based on these tests, F&P can ensure compatibility between website functions and your server technology.

If, after this test, changes are made to the server, this absolves Fresher & Prosper of the obligation to provide a website that operates on your particular server.

Furthermore, should it arise that we cannot complete the website to your satisfaction on your server / host (for any reason whatsoever) our liability shall be limited to the value of our contract.

22. Data Protection

22.1 The Customer warrants that it has the legal right to disclose all Personal Data that it does in fact disclose to the Designer under the Agreement.

22.2 The Designer warrants that:

(a) it will act only on instructions from the Customer in relation to the processing of any Personal Data performed by the Designer on behalf of the Customer; and
(b) it has in place appropriate security measures (both technical and organisational) against:
(i) unlawful or unauthorised processing; and
(ii) loss or corruption,of Personal Data processed by the Designer on behalf of the Customer.

23. Data Security

F&P take regular steps to backup data and reduce the risk of data loss on your website. However, we will not be liable for the loss of data on your website under any circumstances regardless of the consequences that might arise from such a loss.

24. Site Updates & Self-Edit Features

We frequently provide the client with features to easily edit & update the website. Clients are trained in the use of these features & may ask for assistance at any time. Nevertheless, we wish to make clear that the client is solely responsible for updating, maintaining and editing the website.

25. E-Commerce

If your website takes payments it will typically be using PayPal and / or 3rd party payment solutions. You will be entering into separate contracts with other service providers for these and F&P provide no warranty or guarantee in respect to the services that 3rd parties provide.

If you require us to integrate the website with your existing merchant account, our only obligation is to integrate the data from your site with a secure data transfer service provided by the 3rd party. The client agrees to be liable for all security issues that are not covered by the 3rd party. F&P are not liable in any respect or for any consequences arising from security issues of 3rd party components.

Please note: From time to time governments enact & make changes to laws affecting commerce & electronic commerce. The client is solely responsible for complying with all such laws and F&P will be fully protected from the consequences of the client not complying with such laws.

26. 3rd Party Components

3rd party components that form part of the website (including but not limited to graphics, software & documents) are provided in accordance to the terms & conditions as set out by the 3rd party. Being the industry standard in this day and age, there will probably be Intellectual Property Rights restrictions included in these terms and conditions.

27. Limitation of Liability

At all times and under all circumstances we shall be liable only for the value of the contract and nothing more. We shall not be held liable for any loss of revenue, loss of profits, or any other incidental, consequential or special damages that may arise, regardless of circumstance. Were we to have more open ended liability provisions, we could not provide such a high standard of service at such a low price. Alternative arrangements can be made at extra cost if required and must be noted on the SSD.

F & P excludes itself, its employees and / or agents from liability to the client in respect of any:

  • Loss of profits, income, revenue, use, production or anticipated savings
  • Loss of business, contracts or commercial opportunities
  • Loss of or damage to goodwill or reputation
  • Loss or corruption of any data, database or software
  • Special, indirect or consequential loss or damage
  • Losses arising out of a Force Majeure Event
  • Delays to website development schedules, where the delay has arisen directly from the client’s failure to deliver website content.
  • Of any error in files after they have been handed back to the client
  • Loss or damage caused by any inaccuracy
  • Loss or damage caused by omission
  • Loss or damage caused by delay or error, whether the result of negligence or other cause in the production of any website
  • Loss or damage to client’s artwork / photographs, supplied for the site, immaterial of whether the loss or damage results from negligence or otherwise

Our liability to the client in relation to any event or series of related events will not exceed the greater of £0.01 or value of our contract

28. Limitation of Warranty

An SSD shall be drawn up after a full consultation and with the client’s success foremost in mind. However please not that we do not warrant that the functions contained in the website will meet the client’s requirements other than those explicitly listed in the SSD, nor that any feature (explicitly stated in the SSD or not) will operate indefinitely, uninterrupted or error free.

Under no circumstance shall we be liable for the consequences of website errors, server downtime or other failures (general or otherwise) of the website / internet to work as expected. Limiting our liability in this way enables us to provide you with a high standard of features and service at an unusually low price. Alternative arrangements can be made at extra cost if required and must be noted on the SSD.

29. Legally Binding Contract

By signing any F&P contract the client confirms they understand that our document is a legally binding contract, and the implications of such.

30. Void & Unlawful Provisions

If any part of an agreement is deemed unlawful, void, or for any reason unenforceable, then that part shall be severable from the agreement and shall not affect the validity or enforceability of any remaining parts.

31. Precedence of Amended Contractual Terms

Should a contract require additions or amendments, these will be clarified in the Amended Contractual Terms document. Should there be any conflict of terms, we wish to state clearly that terms in the ACT documents take precedence over terms in the initial agreement.

If your project requires the use of ACT the box at the beginning of your contract must be ticked, initialled and dated by both the client and Fresher & Prosper. The ACT documents must also be signed and dated by both the client and Fresher & Prosper. The ACT document is only valid, and therefore only takes precedence, if the conditions in this paragraph are met in their entirety.

If you have any queries, please contact us.



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