Definitions
- Agreement: The contract, proposal, terms and conditions and all other attached documentation.
- Client Content: Anything supplied by the client for inclusion within the project such as images and writing.
- Deliverables: The contractually defined work that is to be supplied through our company.
- Designer Tools: Any and all tools, fonts, applications, software, source code, authoring tools, and any other inventions that are developed by our company whether they can be patented or not. Including any non-copyrightable elements such as website design and architecture, navigation, layout, and functional elements.
- Final Deliverables: The final version of any deliverables delivered by our company to the client.
- Project: The work to be provided according to the agreement between the client and our company.
- Services: All services provided to the client as per the agreement and proposal.
- Third Party Materials: This covers items such as stock photography and illustrations and are any items for inclusion within the project that are sourced through a third party.
Development Services
Our company shall provide all development services as mapped out within the proposal and formal agreement as per the formally agreed milestones.
Proposal / Scope of Work
Our proposals are valid for 30 days from receipt by the client. If not accepted within this period we reserve the right to review and amend the proposal and resubmit for approval.
Compensation
- Additional Costs: These cover third party costs such as hosting and licensing and are billed to the client separate to our development costs.
- Expenses: All expenses shall be billed to the client at cost.
- Fees: All fees and associated taxes shall be paid to us by the client as per the project plan.
Payment
- Invoices: Payment is due within 5 Days of the receipt of any invoice, expenses and any additional costs shall be listed separately.
- Payment Schedule: All due payments will be as detailed within the project plan and milestones.
Changes to Project Scope
- Change Request: Any required changes will be detailed fully and communicated by the client for our consideration in writing. We will provide a full response within 5 working days that will detail any additional charges and changes to the project plan and delivery date.
- Minor Changes: Changes that are less than 20% of the project cost or deemed by our company to be minor in nature shall be billed at our normal hourly rates. Any changes to the originally agreed delivery schedule shall be communicated. Additional costs shall not be constrained by any previously agreed maximum price cap or final price.
- Major Changes: Changes that are going to exceed 20% of the project cost or are deemed major by our company shall require a new or additional proposal to cover the additional work. Work will not continue until this proposal is agreed and signed.
- Acceptance of Proposals: The client shall agree any proposal within 14 working days, if a proposal is not accepted then the company is not required to do any additional work.
Delays
- Delays by the Client: The client shall endeavor to provide all approvals, requests for information and materials and any other requirements in a timely manner. Any delays will result in a day for day extension to subsequent milestones within the project.
- Delays by Us: Should we encounter any delays that are due to our problems we shall inform the client immediately via email.
- Delays by Others: Delays that are caused by issues beyond the control of either party shall not be considered a breach of the contract and will result in a day for day extension to all future milestones. These include but are not limited to: labor disputes, acts of government, fire, flood, acts of God, terrorism and war.
Evaluation and Acceptance
- Testing: Our company shall use industry accepted commercially reasonable testing methods to test all deliverables prior to submission to the client.
- Approval Periods: The client has 7 working days within which to accept or reject any deliverables. Any rejection must be provided with detailed reasons in writing. The company shall then have 14 working days in which to correct any issues. Subsequent to this the client has an additional 7 days in which to review the modified deliverable.
Client Responsibilities
The client shall at all times act in a reasonable and timely manner , especially with regard to the following:
- Ensuring that all provided content is compatible for use within any deliverables without any additional work by our company unless already agreed otherwise.
- For ensuring that all content has been checked and proofread. We will charge for any necessary corrections.
- Decisions regarding third parties shall be made in a timely manner.
Accreditation and Promotion
- Accreditation: Our company has the right to place an accreditation hyperlink on all pages unless agreed otherwise within the initial proposal.
- Promotion: For advertising, recognition of excellence, or professional advancement our company shall reserve the right to publish any deliverables within portfolios, galleries, websites and any other media.
- Promotional Approval: Neither party shall unreasonably withhold permission to publish information about their role in any project. A link to the other parties website shall be provided.
Confidential Information
Whether information is covered by copyright, patent or not if either party considers it to be confidential both parties shall treat it as such. Neither party shall share confidential information with any other third party. Information cannot be considered confidential if it is already known by the other party or if it has been communicated through a third party without restriction.
Relationships
- Agents: If we make use of third party contractors to provide any of the agreed services we shall retain full responsibility for all deliverables affected.
- Exclusivity: We do not enter into exclusive contracts nor do we expert one in return. Both our company and the client are free to work with any other party.
- Independent Contractor: Our company shall be considered to be an independent contractor and we will decide how we will provide any project deliverables. A contract between our client and any client does not constitute or indicate any form of employer employee relationship, partnership or joint venture. There is nothing to bind either party to the other or to act as an agent for the other. Any rights provided are via the contract only. Any work performed by our company for a client is not to be considered to be work for hire as defined by the law of copyright.
Liability
Our company is not liable for any damages or losses incurred by the client and all services are provided as is. Any liability of our company is limited to the amount paid by the client.
Rights for Work Produced
License: The license granted for the use of the deliverables is a non-exclusive and perpetual worldwide license for the deliverables to be used in the form originally agreed. The client shall not modify, extract any portion, or derive additional works without the permission of our company.
Support Services
Warranty Periods: Our company shall provide any reasonable and commercially acceptable support required to maintain, correct and update deliverables. This additional support will be billed at our standard hourly rates. Our warranty will however be voided if another party has edited or otherwise intruded upon any of our deliverables and we will accept no further responsibility.
We fully reserve our rights to make changes to these terms and conditions and your continued use of our site and services is your acceptance of any changes that may have been made.