THESE ARE THE STANDARD TERMS AND CONDITIONS REFERRED TO IN THE AGREEMENT BETWEEN WELL BUILT WEBSITES AND THE CLIENT
1. DEFINITION OF TERMS
THE AGREEMENT – this document which includes the Agreement, the description
of the Works and these Standard Terms and Conditions
WELL BUILT WEBSITES – John Paul Hewson, trading as Well Built Websites,
of Calle Panaderos 6, Planta 3, Local 3, 29005 Málaga, Spain, holder
of UK passport number 040095762
The Client - the entity or person which enters into an agreement with WELL BUILT
WEBSITES
Domain Name - the root address of a website, e.g. www.webaddress.com. All such
names must be registered with the appropriate naming authority, which will usually
charge a fee.
Downtime - time when the website is not accessible via the Internet. This may
be because of a technical failure of the Host or because work is being carried
out on the site.
Host - the company on whose system the Website physically resides.
Link or Hyperlink - a 'clickable' link embedded on a web page which may take
the form of a graphic or text.
Search Engine - a website which contains a directory of websites on the Internet
enabling users to find websites by subject matter classification.
Website - a collection of web pages and associated code which forms an integrated
presence.
The Works - the subject matter of the contract between the Client and WELL BUILT
WEBSITES.
2. FEES
2.1
Fee Payable
A non refundable deposit of 50% of the total fee payable under this Agreement
is due immediately upon the signing of the Agreement. A further 5 % becomes
due upon completion of the Works by Well Built Websites. The remaining 45% shall
become due when the Works are completed to the reasonable satisfaction of the
Client but subject to the terms of Clause 4.3 Approval of Work and Clause 4.4
Rejected Work hereof. WELL BUILT WEBSITES reserves the right not to begin the
Works until the said deposit has been paid in full. The fee quoted in this Agreement
does not include the costs of domain registration,, hosting set up fee or hosting
or maintenance unless otherwise stated in the Works description which forms
part of this Agreement.
2.2
Expenses
The Client agrees to reimburse Well Built Websites for expenses necessary for
completion of the Works. These expenses include, but are not limited to fonts,
messengers, proofs, props, research, shipping, software, stock photography,
travel and substitence and telephone consultation).
2.3
Consultations
Any consultation taking place between the Client and Well Built Websites after
this Agreement has been signed whether by telephone or in person shall form
part of this Agreement and be charged at the hourly rate of 30 EUR. Fees are
charged as a full hour and no part hours will apply. If the Client fails to
appear for a booked consultation then a charge of 30 EUR for each hour of the
booked appointment will become due unless cancellation of the appointment is
made in writing or by email no less than 24 hours in advance. If a consultation
starting time is late due to the absence of the Client, charges for the consultation
will become due from the booked appointment time and not the actual start time.
Any consultation taking place outside of WELL BUILT WEBSITES’ normal place
of business will incur travel time costs at 25 EUR per hour and the Client agrees
to reimburse any travel costs, which include, but are not limited to tickets,
hotels, petrol and other travel related expenses.
2.4
Maintenance Fees
Maintenance, if included in this Agreement, shall be on a month to month basis,
with a minimum of 30 EUR payable in any month where updating is necessary. Fees
will be assessed on an hourly basis at 30 EUR per hour. Fees are charged as
a full hour and no part hours will apply. No fee will be required in a month
where no updating is necessary. Search engine re-submissions, other than the
original submission included in the Agreement fee, shall be included in the
maintenance fee.
3. DISCLAIMERS
3.1
Third Parties
WELL BUILT WEBSITES will take no responsibility for services provided by third
parties through us or otherwise, including the hosting of the Client's Website,
although WELL BUILT WEBSITES will endeavour to ensure that Website Downtime
is kept to a minimum.
3.2
Maintenance and Correction of Errors
WELL BUILT WEBSITES takes no responsibility for the functionality or maintenance
(unless a maintenance agreement is in place) of the Website after the Works
have been completed. Errors (both technical and typographical) attributable
to WELL BUILT WEBSITES will be corrected free of charge within 30 days of live
site launch, but WELL BUILT WEBSITES reserves the right to charge a reasonable
fee for correction of errors for which WELL BUILT WEBSITES is not responsible,
including, but not limited to malicious modification of the Website by a third
party and typographical errors contained in materials provided to WELL BUILT
WEBSITES by the Client.
3.3
Extent of Work
Installation on the internet is limited to the uploading of all necessary files
to the Host and testing of functionality. No registration of the Website with
Search Engines will be undertaken unless otherwise agreed with the Client.
3.4
Submission of Web Copy
WELL BUILT WEBSITES agrees to deliver samples of design on dates as agreed upon
in the Proposal. WELL BUILT WEBSITES will make every effort to meet agreed upon
due dates. The Client should be aware that failure to submit required information
or materials on or before any agreed dates may cause subsequent delays in the
production. The Client’s delays could result in significant delays in
delivery of finished work.
3.5
Format of web copy
The Client acknowledges that the ONLY accepted formats for web copy (text content)
is MSWord 2000 and above or Open Office (wps). Images are ONLY accepted in jpg
at a resolution of 300 dpi. Any other formats submitted will be subject to the
agreed hourly project charge for conversion of the files. The Client will be
responsible for reimbursement of the cost of any software that is required to
use files which are not submitted in the correct format.
3.6
Browsers
Well Built Websites makes every effort to design pages which display acceptably
in the most popular current browsers including but not exclusive to: MS Internet
explorer, Fire Fox, and Opera, but cannot accept responsibility for pages which
do not display acceptably in updated or new versions of browsers released after
pages have been designed. All designs will display across the two most recent
versions of these browsers at the time of development. Any corrections of this
type will be charged at our current hourly rate.
3.6
Consequential Loss
Under no circumstances will WELL BUILT WEBSITES be responsible and/or liable
for financial or any other loss or any damage caused by the failure or use or
misuse of its software. The Client should ensure that data on their site is
regularly backed up and that a contingency plan is in place to minimize possible
losses as a result of software failure.
3.7
Status and Duration of Offers
Proposals and offers are valid for a period of one month from the date issued.
WELL BUILT WEBSITES is not bound to honour proposals and offers that have expired.
Proposals and offers are not legally binding until an acceptable timetable for
the work has been agreed by both parties and an agreement between the Client
and Well Built Websites has been signed in order to confirm this. This timetable
must be agreed within the month that the proposal and/or offer is valid. If
an acceptable timetable has not been approved by the Client and Well Built Websites
within one month of the proposal and/or offer being made, the proposal and/or
offer is deemed to have expired.
3.8
Search Engine Listings
WELL BUILT WEBSITES does not guarantee listings on Search Engines and the Client
is aware and accepts that it is Search Engines and not WELL BUILT WEBSITES who
determine whom they list and whom they will not. The Client further understands
there is no guaranteed placement or rank on the Search Engines and that a new
website may never even appear on Search Engines at all. WELL BUILT WEBSITES
does not control Search Engines’ algorithms and huge shifts can appear
daily, weekly and even hourly.
4. COMPLETION OF WORK AND PAYMENT
4.1
Completion of Work
WELL BUILT WEBSITES warrants completing the Works in accordance with its Standard
Terms and Conditions to the specifications previously agreed with the Client.
WELL BUILT WEBSITES will not charge more than the amount previously agreed,
except when expenses as mentioned in clause 2.2, travel time costs and travel
costs according to clause 2.3 or costs according to clause 3.5 are applicable
an when the Client has varied the specifications of the Works since the agreement.
WELL BUILT WEBSITES will not undertake changes to the specifications of the
Works which would increase the cost, without prior written authorisation from
the Client.
4.2
Supply of Materials
The Client is to supply all materials and information required for WELL BUILT
WEBSITES to complete the Work in accordance with the agreed specification as
per clauses 3.4 and 3.5. Such materials may include, but are not limited to,
photographs, written-copy, logos and other printed materials. Where the Client's
failure to supply such materials leads to a delay in completion of the work,
WELL BUILT WEBSITES has the right to extend previously agreed deadlines for
the completion of the Works. Where the Client's failure to supply materials
prevents progress on the Works for more than 14 consecutive days, WELL BUILT
WEBSITES has the right to invoice the Client for any part or parts of the Works
already completed.
4.3
Approval of Works
On completion of the Works, the Client will be notified and has the opportunity
to review it. The Client should notify WELL BUILT WEBSITES, in writing, of any
unsatisfactory points within 7 days of receipt of such notification. Any of
the Works which has not been reported in writing to WELL BUILT WEBSITES as unsatisfactory
within the 7 day review period will be deemed to have been approved. Once approved,
or deemed approved, work cannot subsequently be rejected, and the contract will
be deemed to have been completed and the balancing payment under clause 2.1
Fee Payable will become due. This Agreement will remain in effect until all
obligations have been completed in terms of this clause.
4.4
Rejected Works
If the Client rejects the Works within the 7 day review period, or will not
approve subsequent work performed by WELL BUILT WEBSITES to remedy any points
reported by the Client as unsatisfactory, and WELL BUILT WEBSITES considers
that the Client is unreasonable in his repeated rejection of the Works, the
contract will be deemed to have expired and WELL BUILT WEBSITES can take any
legal measures to recover both payment for the completed Works and all expenses
incurred in recovering payment.
4.5
Payment
Upon completion of 7 day review period, WELL BUILT WEBSITES will invoice the
Client for the balancing payment in accordance with Clause 2.1 Fee Payable hereof,
which, in the absence of agreement to the contrary, is to be paid by the Client
within 7 days of the date that the invoice was issued.
4.6
Remedies for Overdue Payment
If payment has not been received by the due date, WELL BUILT WEBSITES has the
right to suspend ongoing work for Client, until such time that full payment
of the outstanding balance has been received. If full payment has still not
been received 7 days after the due date, WELL BUILT WEBSITES has the right to
replace, modify or remove the Website and revoke the Client's license of the
Works until full payment has been received. By revoking the Client's license
of the Works or removing the web site from the Internet, WELL BUILT WEBSITES
does not remove the Client's obligation to pay any outstanding monies owing.
All collection costs which WELL BUILT WEBSITES has to make, will be for the
Client’s account.
5. INTELLECTUAL PROPERTY
5.1
Offers and Proposals
Offers and proposals made by WELL BUILT WEBSITES to potential clients should
be treated as trade secrets and remain the property of WELL BUILT WEBSITES.
Such offers and proposals or the information contained within them must not
be passed to third parties or publicly disseminated without prior written authorization
from WELL BUILT WEBSITES. This includes, but is not limited to, technical features,
functionality, aspects of the design and pricing information.
5.2
Warranty by Client as to Ownership of Intellectual Property Rights
The Client will obtain all the necessary permissions and authorities in respect
of the use of all copy, graphic images, registered company logos, names and
trademarks or any other material it supplies to WELL BUILT WEBSITES for inclusion
on the Website. The conclusion of an Agreement between WELL BUILT WEBSITES and
the Client shall be regarded as a guarantee by the Client to WELL BUILT WEBSITES
that all such permissions and authorities have been obtained and that the inclusion
of such material on the Website would not constitute a criminal offence or civil
delict. By agreeing to these Standard Terms and Conditions, the Client removes
the legal responsibility of WELL BUILT WEBSITES and indemnifies the same from
any claims or legal actions however related to the content of the Client's site.
5.3
Domain Name
Any Domain Name obtained will belong to the Client. The Client agrees to indemnify
WELL BUILT WEBSITES, including any incidental costs, against any claims that
a Domain Name applied for, or obtained, violates the intellectual property rights
of a third party. The Client warrants that the domain name sought is not a trademark
of a third party.
5.4 [UPDATED 01/06/2008]
Licensing
Once WELL BUILT WEBSITES has received full payment of all outstanding invoices
and the Works have been approved by the Client in accordance with Clause 4.3
hereof, the Client will be granted a licence to use the Website and its contents
in accordance with the fee paid. For as far as applicable and subject to clause
5.6, all copyright for designs and coding produced by WELL BUILT WEBSITES will
remain with WELL BUILT WEBSITES. Copyright of the content provided by the Client
will remain with the Client. Licensing does not include permision to use design
mock ups or test product that have been produced or used as part of the project
construction methods.
5.5
Website Publicity
Well Built Websites may seek, and the Client shall not unreasonably withhold,
permission to publicise Well Built Websites involvement directly by its trademark
symbol containing a Hyperlink or a direct Hyperlink affixed to the website or
through press and other media. Well Built Websites has the right to remove or
change its trademark symbol or Hyperlink from the Website after it has been
affixed to the Website and the Client has, under all circumstances, an obligation
to cooperate in order to achieve this.
5.6
Trade Secrets
Any code that is not freely accessible to third parties and not in the public
domain, and to which WELL BUILT WEBSITES or their suppliers owns the copyright,
may not be copied, published, distributed or passed to any third parties in
any form without prior written consent from WELL BUILT WEBSITES. Unless previously
agreed otherwise in writing, no modifications may be made by the Client or any
third party to code to which WELL BUILT WEBSITES or their suppliers owns the
copyright. WELL BUILT WEBSITES acknowledges the intellectual property rights
of the Client. Information passed in written form to WELL BUILT WEBSITES, and
that the Client has indicated is confidential or a trade secret, will not be
published or made available in any other way to third parties without the prior
written consent of the Client.
6. SUPPORT & TUITION
6.1
Web Site Training and Tuition
Free online ticket support is available to assist the Client with the operation
of the design work carried out. If necessary Well Built Websites will also provide
standard electronic instruction leaflets at no extra cost. The training / support
provided will be more than adequate to give the Client an understanding of how
the design work is being carried, runs and can be maintained (such as the databases
on a website). The free training / support does not cover the modification /
creation of design aspects and other technical skills involved in website design
/ development nor the training of using hardware devices or software not supplied
or related to Well Built Websites.
6.2
After Sales Support
After sales support is provided by means of a trouble ticket or support ticket.
A Clients is issued with a maximum of 10 separate tickets per annum upon, when
no tickets are left, the Client will have the option to purchase a support contract
of varying specifications from www.wellbuiltwebsites.com. Skype and/or messenger
support is only provide when the client has purchased a support contract.
6.3
Remote Training
Unless otherwise specified in this Agreement all training sessions to use your
website will be given via remote conference using Skype. The Client acknowledges
that the Client must have Skype installed on his or her computer and a microphone
with headset, or Skype telephone attached to his or her computer. A web cam
is optional. Remote training will not be given if the Client fails to provide
these measures. Should a personal consultation for training be required instead
of the standard remote training, then a fee of 45 EUR will apply as a supplement
to this contract.
7. COMMUNICATION
7.1
Email Newsletter & Announcements
Well Built Websites communicates with its clients via email and as such the
Client agrees to receive email from Well Built Websites including regular newsletters
which contain amongst other things, changes to these Standard Terms and Conditions,
notifications of major outages, updates to Well Built Websites products &
features and special offers. The Client is obliged to provide Well Built Websites
with a secondary, not on the Client’s domain, e-mail address to receive
notifications from Well Built Websites and the Client acknowledges that it is
the Client’s responsibility to ensure that these contact details and email
address are up to date. Well Built Websites cannot accept responsibility for
missed announcements due to information provided which is no longer up to date.
7.2
Client User area
The Client will be supplied with a user account at www.wellbuiltwebsites.com.
Upon completion of payment, the Client must direct all support questions and
enquiries to the support area within their user account. From here the Client
will receive higher priority responses than ordinary email.
7.3
Change of Standard Terms and Conditions
These Standard Terms and Conditions may change from time to time. The Client
will be informed of revisions as and when they are issued.
8. RIGHTS AND RESPONSIBILITIES
8.1
Right to Terminate
WELL BUILT WEBSITES reserves the right to refuse or break a contract without
prior notice, if it is believed that the Client, their Website, or any material
is illegal, immoral or otherwise unacceptable.
8.2
Events Beyond the Control of WELL BUILT WEBSITES
WELL BUILT WEBSITES will not be liable for breach of contract where that breach
was due to software, hardware or electrical failure, events such as fire or
other events beyond the control of WELL BUILT WEBSITES.
8.3
Supply and Pricing of Services
WELL BUILT WEBSITES reserves the right to use whoever it feels appropriate at
the time for third party software and services and to alter its prices as necessary
without prior notice and without affecting existing contractual pricing agreements.
9. INTERPRETATION
9.1
Jurisdiction
This Agreement shall be governed and construed in all respects in accordance
with the laws of Spain and in this regard the Client hereby submits to the non-exclusive
jurisdiction of Spain and of any other jurisdiction being a jurisdiction where
assets of the Client are situated for the time being.
9.2
Survival of Contract
Where one or more terms of this Agreement are held to be void or unenforceable
for whatever reason, any other terms of this Agreement not so held will remain
valid and enforceable at law. The term or terms held void will be explained
as close as possible to their original meaning.
Standard Terms and Conditions v1.1 1st July 2007