1.1 In this document, the following definitions apply:
2.1 These Terms and Conditions shall apply to all contracts for the supply of website development services by the Supplier to the Customer.
2.2 Before the commencement of a project, the Supplier will submit a Proposal to the Customer, which shall specify the freelance services to be performed and the fees payable. The Customer will notify the Supplier immediately if the contents of the Proposal are not agreed upon. Website development services shall commence once:
3.1 The website development fees for completion of the services and terms of payment are as set out in the Proposal.
3.2 In the event that a Purchase Order is required for payment, the Customer shall be responsible for issuing such Purchase Order before the commencement of the services. The Customer agrees that this clause shall still apply in the event of any failure to obtain a Purchase Order, and any late payment shall incur interest and charges as set out in clause 3.3 below.
3.3 Debt recovery costs and interest are chargeable in accordance with The Late Payment of Commercial Debts (Interest) Act 1998 as amended and supplemented by Late Payment of Commercial Debts Regulations 2002. The Supplier shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day-to-day until the date of payment at the current rate of interest per annum above the current base rate of the Bank of England – see Pay On Time for up-to-date details.
3.4 The Proposal may include a request to pay a percentage of the fee before the work commences, with a further percentage at one or more mutually agreed stages of the project.
3.5 Once the Proposal is started, the agreed fee is deemed to be incurred unless payment milestones are included in the specification. The Customer agrees not to withhold or reduce payment based on critical appraisal of the website development work and to cover the time spent on the project by the Supplier.
3.6 In the event of cancellation or the unlawful termination of this agreement by the Customer for any reason other than a failure to agree on alterations to the Proposal detailed in section 6, clause 10.2 will apply, and the Supplier shall submit an invoice for immediate payment to cover the time spent on the Proposal.
3.7 If the website work is published before it has been invoiced, the Supplier reserves the right to invoice in full for the agreed amount outstanding, regardless of planned/agreed amendments.
4.1 The Supplier requires the following elements from the Customer to sufficiently enable them to perform obligations within this Agreement:
4.2 The Customer agrees that additional expenses may be incurred in the event that elements detailed in clause 4.1 are not adequately provided.
4.3 Should the Customer decide not to use work produced by the Supplier, they agree to absolve the Supplier of all responsibility for any loss of income or for any costs or damages suffered by the Customer or by any third party as a result of any delay which has been caused to the Customer’s business or to the business of any third party.
4.4 The Customer agrees to maintain reasonable communication throughout the project, with the understanding that absence of communication for a period of 21 days where a response is required for continuation of the project with at least one email sent to an agreed contact by the Supplier incurs the full cost of the project.
4.5 Should any project remain unfinished after 60 days through no fault of the Supplier, the Supplier reserves the right to invoice for work to date, regardless of whether the project continues past this point to the scope agreed in the Proposal.
5.1 The Supplier agrees to provide these services in accordance with the Proposal and under the terms of this Agreement.
5.2 Should the Customer be dissatisfied with any work produced, the Supplier agrees to take all appropriate measures to rectify concerns. The Customer agrees to discuss any concerns at the earliest opportunity and confirm reasons for dissatisfaction in writing within 14 days of taking receipt of the draft or before a deadline should this fall within the 14-day window.
5.3 In the event that the Customer or any third party, who is not a sub-contractor of the Supplier, shall omit or commit anything which prevents or delays the undertaking of the project or complying with any of the Supplier’s obligations under this Agreement, then the Supplier shall notify the Customer in writing at the earliest possible time and;
5.4 The Supplier shall ensure that the work submitted is free of spelling, grammatical, coding and structural errors. However, the Customer agrees that checking for errors is solely with the Customer. The Supplier is absolved of any responsibility for any costs incurred due to the appearance of such errors in the final published form of any collateral in which the website development work concerned is utilised, regardless of whether these errors appeared in any draft submitted by the Supplier.
6.1 The parties may at any time mutually agree upon and execute a new Proposal. Any alterations in the scope of services to be provided under this Agreement shall be set out in the new Proposal, which shall reflect the changed services and fees and any other terms agreed between the parties.
6.2 The Customer may, at any time, request alterations to the Proposal by notice in writing to the Supplier. Upon receipt of the request for alterations, the Supplier shall advise the Customer in writing of the effect of such alterations on the fees and any other terms already agreed between the parties within five working days or such period as may be agreed between the parties.
6.3 Where the Supplier provides written notice agreeing to perform any alterations on terms different to those already agreed between the parties, the Customer shall advise the Supplier if they wish to proceed with the alterations within five working days of receipt of such notice or such other period as may be agreed between the parties.
6.4 If the parties agree with alterations in line with clauses 6.2 and 6.3, the estimate for the work will be amended accordingly. Should the Customer not wish to proceed, this Agreement will terminate, and the Supplier will submit a final invoice for all work carried out to date, payable in accordance with section 3.2.
7.1 The Supplier warrants that the services performed under this Agreement shall be performed using reasonable skill and care and of a quality conforming to generally accepted industry standards and practices.
7.2 Without prejudice to Clause 6.1, except as expressly stated in this Agreement, all warranties, whether express or implied, by operation of law or otherwise, are hereby excluded in relation to the services provided by the Supplier.
8.1 The Customer shall indemnify the Supplier against all claims, costs and expenses which the Supplier may incur and which arise, directly or indirectly, from the Customer’s breach of any of the Customer’s obligations under this Agreement, including any claims brought against the Supplier alleging that any services provided by the Supplier in accordance with the proposal infringe a patent, copyright or trade secret or other similar rights of a third party.
9.1 Except in respect of death or personal injury due to negligence for which no limit applies, the Supplier’s entire liability to the Customer in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the fees paid by the Customer to which the claim relates.
9.2 In no event shall the Supplier be liable to the Customer for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable, or the Supplier had been made aware of the possibility of the Customer incurring such a loss.
9.3 Nothing in these Terms and Conditions shall exclude or limit the Supplier’s liability for death or personal injury resulting from the Supplier’s negligence or that of its employees, agents or sub-contractors.
10.1 Either party may terminate this Agreement forthwith by notice in writing to the other if:
10. 2 Without prejudice to any other rights to which the Supplier may be entitled, in the event that the Customer unlawfully terminates or cancels the freelance website development services as agreed to in the proposal/estimate, the Customer shall be required to pay the agreed damages and not as a penalty the total amount of any third party costs to which the Supplier has committed and, in respect of cancellations on less than five working days written notice, the total amount of the fee set out in the proposal/estimate. The Customer agrees this is a genuine pre-estimate of losses of the Supplier in such a case. To avoid doubt, failure to comply with any obligations under Clause 4.1 shall be deemed a cancellation of the services and subject to the payment of the damages set out in this Clause.
When you commission me to create a website for you, as a freelance developer, you are purchasing the copyright in the work I create for you, and this is assigned to you on receipt by me of full and final payment of all fees due. I retain the copyright until I have received the agreed payment. If I am not paid, I reserve the right to refuse the use of the content I have developed for any purpose.
All WordPress themes and plugins developed by the Supplier remain the property of the Supplier unless otherwise stated in writing. These themes and plugins cannot be updated, amended or sold without written permission from the Supplier.
Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lockouts, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events. Any alterations to the proposal/estimate necessitated under this section shall be subject to the provisions of section 6 above.
We are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other unless otherwise expressly agreed to in writing by both parties. In addition to my employees, I may (though unlikely) engage sub-contractors to provide all or part of the services being provided to you. Such engagement shall not relieve me of my obligations under this Agreement. A contract will exist only between you and me, not between your client and me. You agree to indemnify me against any claim by any client of yours for compensation or damages brought about as a direct or indirect consequence of the use, or inability or unwillingness to use, the material which I write.
You shall not be entitled to assign rights or obligations or delegate duties under this Agreement without my prior written consent.
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction, such provision shall be severed, and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid, illegal or unenforceable provision eliminated.
The failure by either party to enforce at any time or for any period any one or more of these terms and conditions or the proposal/estimate shall not be a waiver of them or the right at any time subsequently to enforce any provision of this Agreement.
Any notice to be given by either party to the other may be served by email, personal service or by post to the address of the other party given in the proposal/estimate and, if sent by email, shall, unless the contrary is proved to be deemed to be received on the day it was sent, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.
This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.
Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.
This Agreement shall be governed by and construed in accordance with the law of England, and the parties hereby submit to the exclusive jurisdiction of the English courts.