Terms and Conditions for Building a New Website

 

1 DEFINITIONS
   
1.1 "Supplier" means Websites4Christians;
1.2 "Consultant" means a nominated representative of Websites4Christians;
1.3 "Customer" means any person who purchases Services from the Websites4Christians;
1.4 "Client" means any person who purchases Services from the Websites4Christians;
1.5 "Proposal" means a quotation or other similar document describing the Services;
1.6 "Services" means the consultancy services as described in the Proposal;
1.7 "Terms and Conditions" means the terms and conditions of supply of Goods and Services as set out in this document and any subsequent terms and conditions agreed in writing by Websites4Christians;
1.8 "Agreement" means the contract between the Consultant and the Client for the provision of the Services incorporating these Terms and Conditions;
1.9 "Intellectual Property Rights" means any patent, trademark, service mark, registered design, copyright, design right, right to extract or exploit information from a database, database rights, know-how, confidential information or process, any application for any of the above, and any other Intellectual Property Right recognised in any part of the world whether or not presently existing or applied for;
1.10 "Document" means any paper or email or other written agreement between Websites4Christians and the client.
1.11 "Mediator" is the party nominated to resolve a dispute between the Consultant and the Client.
1.12 "Websites4Christians" is a trading name for Project Huddle Ltd a company registered in Scotland company number SC346323.
1.13 "the Price" means the sums to be paid by the Customer to the Supplier as specified in Schedule 3 in consideration of the performance of the Project;
1.14 "the Project" means the design and delivery of the Website;
   
2 GENERAL
   
2.1 These Terms and Conditions shall apply to the Agreement for the supply of Services by the Consultant to the Client and shall supersede any other documentation or communication between parties.
2.2 Any variation to these Terms and Conditions must be agreed in writing by the Consultant
2.3 Nothing in these Terms and Conditions shall prejudice any condition or warranty, express or implied, or any legal remedy to which the Consultant may be entitled in relation to the Services, by virtue of any statute, law or regulation.
   
3 CREATION OF A NEW WEBSITE
3.1 The Supplier is engaged in business as a website designer and developer and has agreed to supply a website for the Customer upon the following terms and conditions.
3.2 In consideration of the payment by the Customer of the Price and subject to the terms and conditions of this Agreement, the Supplier agrees:
 
3.2.1 to develop and deliver the graphical, technical and navigational design ("the Website Design") as set out in the Specification contained in Schedule 1 to this Agreement;
3.2.2  to create and deliver the pages of the Website containing all text, graphics, logos, photographs, images, moving images, sound, illustrations and other materials to be featured, displayed or used in or in relation to the Website ("the Web Pages") as set out in the Specification; and
3.2.3 to advise the Customer in relation to the Website Design and the production of the Web Pages.
3.3 Where the Customer has engaged more than one supplier in the provision of brand identity, design and development services, the delivery obligations set out in Clause 3.2 shall be conditional upon the performance of third parties as set out in the Timetable.
3.4 The duties of the Supplier do not include the upload of the final Website to the Customer’s web hosting company unless that hosting company is the Supplier. This can be varied in writing between the Customer and Supplier.
3.5 On completion of the Project, the final Website will be uploaded to the web hosting company specified by the Customer.
3.6 Where the Customer asks the supplier to provide a suitable Cookie policy, Terms and Conditions statement, Privacy Policy or any similar text for their website the Customer undertakes to read this policy and assume full responsibility for it. Any text supplied is  We recomend that in all cases any policy text supplied by the Supplier is approved by the Customer lawyers.  
3.7 The Customer warrants that the Supplier will not be held responsible or liable in any way for any text, images or other material displayed on the supplied website.  
   
4 DUTIES OF CUSTOMER
   
4.1 The Customer shall deliver to the Supplier all drafts, concepts, text, graphics, logos, photographs, images, moving images, sound, illustrations and other materials for use in the production of the website by the Supplier.  These shall be in an  agreed format and the Customer shall use reasonable efforts to ensure that it is correct and update it when required to do so.
4.2 Where the Customer has engaged more than one supplier in the provision of brand identity, design and development services, the Customer shall deliver the brand identity or design to the Supplier by the date set out in a Timetable provided to the Supplier
   
5 PROJECT MANAGEMENT
   
5.1 The Supplier shall nominate a Project Manager who shall be available to respond to the Customer’s enquiries and who shall manage the Supplier's portion of the Project only unless a separate agreement is reached between the Supplier and the Customer. The Project Manager shall act promptly and fairly at all times during the term of this Agreement and in particular shall:
 
5.1.1 contribute as many hours or days of work as are required from time to time for the needs of the Project in accordance with the Timetable; and
5.1.2 keep detailed records of all work carried out in relation to the Project by him or any other employee or agent of the Supplier, such records or copies thereof to be made available to the Customer on request and to remain confidential to the Supplier and the Customer.
5.2 The Customer shall nominate a Project Co-ordinator who shall be available to co-ordinate with the Project Manager and who shall provide all information and documentation required by the Supplier for the proper performance of the Project.
5.3 The parties shall ensure that the Project Manager and the Project Co-ordinator review the progress of the Project on a regular basis.
5.4 If the Project Manager or the Project Co-ordinator is prevented by illness or injury from performing his duties under this Agreement, the Supplier or the Customer (as the case may be) shall report the fact and its expected duration to the other party. If the Project Manager’s absence through illness or injury continues for more than 3 consecutive working days the Supplier shall make available an alternative suitably qualified and experienced Project Manager acceptable to the Customer. If the Project Co-ordinator’s absence through illness or injury continues for more than 3 consecutive working days, the Customer shall make available an alternative suitably qualified and experienced Project Co-ordinator.
5.5 The Supplier shall be entitled to procure the services of any other persons with suitable skills and experience as are necessary from time to time in order to complete the Project in accordance with the Timetable.
   
6 ALTERATIONS
   
6.1 The Customer may at any time request alterations to the Specification by notice in writing to the Supplier.
6.2 On receipt of the request for alteration the Supplier shall, within 5 working days or such other period as may be agreed between the parties, advise the Customer by notice in writing of the effect of the alteration, if any, on the Price, the Timetable and any other terms already agreed between the parties. Any increase in the Price shall be in accordance with the standard charges of the Supplier for labour.
6.3 Where the Supplier gives written notice to the Customer agreeing to perform an alteration on terms different to those already agreed between the parties, the Customer shall, within 5 working days of receipt of such notice, advise the Supplier by notice in writing whether or not he wishes the alteration to proceed.
6.4 Where the Supplier gives written notice to the Customer agreeing to perform an alteration on terms different to those already agreed between the parties, and the Customer confirms in writing that he wishes the alteration to proceed on those terms, this Agreement shall be deemed automatically to have been amended so as to include the alteration and thereafter the Supplier shall perform this Agreement upon the basis of such amended terms.
   
7 TESTING
   
7.1 On completion of the Website the Supplier shall provide the Customer with a temporary URL where the Website can be viewed and tested. If the Project Co-ordinator in his sole discretion considers that the Website has failed in any way to perform in accordance with the Specification and/or that amendments or modifications or corrective or remedial work are required, he shall promptly advise the Supplier in writing outlining the areas which require to be modified. On receipt of this notice the Supplier shall, free of charge, investigate and make the changes to the Website (including corrections or enhancements to the software used) necessary to ensure that it will perform in accordance with the Specification. Following the necessary changes the Customer shall test the Website again on the same terms as above and if no further changes are intimated by the Customer, this shall be referred to as "successful completion". For the avoidance of doubt, the Supplier shall not undertake any changes free of charge where they require the Website to operate in a manner not provided for by the Specification.
7.2 Where the Project Co-ordinator considers that the Website has failed and on investigation this proves to be a result of an error by the Customer, the Supplier shall be entitled to charge for the costs of investigation and of making the changes that are necessary and agreed at the Supplier’s then current price list.
7.3 The Supplier shall ensure that successful completion occurs on or before the date set out in the Timetable for completion to occur. If any delay in achieving successful completion is due to delay or error beyond the control of the Supplier, the relevant dates set out in the Timetable shall be deemed deferred as agreed.
   
8 PRICE AND PAYMENT
   
8.1 In consideration of the performance of the Project the Customer shall pay the Supplier the Price agree at the start of the engagement The Price shall include all taxes payable at the time of contract.
8.2 The Customer shall make payment to the Supplier within 20 working days of receipt of an invoice from the Supplier, all payments to be made in pounds sterling. Payment by the Customer of any sum under this Agreement shall be without prejudice to any claims or rights the Customer may have against the Supplier and shall not constitute any admission by the Customer as to the performance by the Supplier of his obligations under this Agreement.
   
9 INTELLECTUAL PROPERTY RIGHTS
   
9.1 The Supplier grants the Customer rights to use any software supplied by the Supplier for use whilst the website is hosted by the Supplier.  Use of the software when not hosted by the supplied shall be subject to a separate agreement.
   
10 WARRANTIES
   
10.1 The Customer warrants and represents to the Supplier that any elements of text, graphics, photos, designs, trademarks or other material supplied to the Supplier for inclusion in the Website are owned by the Customer, or that the Customer has permission from the rightful owner to use each of these elements and that the Supplier’s use of such material shall not infringe the intellectual property rights of any third party.
10.2 The Supplier warrants and represents to the Customer that all works created by the Supplier in the course of the Project will, unless otherwise stated in this Agreement, be original work and not subject to any intellectual property or other rights of any third party and that the Customer’s use of the Website shall not infringe the intellectual property rights of any third party.
10.3 All conditions, terms, representations and warranties that are not expressly stated in this Agreement, whether oral or in writing or whether imposed by statute or operation of law or otherwise, including, without limitation, the implied warranty of satisfactory quality and fitness for a particular purpose are hereby excluded, save for the statutorily implied terms as to title.
   
11 LIMITATION OF LIABILITY
   
11.1 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.
11.2 The entire liability of the Supplier 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 Price paid by the Customer under this Agreement.
11.3 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.
   
12 TERMINATION
   
12.1 The Supplier shall have the right to terminate this Agreement with immediate effect by notice in writing to the Customer if the Customer fails to make any payment when it becomes due.
12.2 Either party may terminate this Agreement forthwith by notice in writing to the other if:
 
12.2.1 the other party commits a material breach of the Agreement made for the website and, in the case of a breach capable of being remedied, fails to remedy it within a reasonable time of being given written notice from the other party to do so; or
12.2.2 the other party commits a material breach of this Agreement made for the website which cannot be remedied under any circumstances; or
12.2.3 the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect; or
12.2.4 the other party ceases to carry on its business or substantially the whole of its business; or
12.2.5 the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
   
13 FORCE MAJEURE
   
13.1 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, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, the act or omission of any Internet Service Provider, 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.
   
14 ASSIGNMENT
   
14.1 Neither party shall be entitled to assign or otherwise transfer this Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed.
   
15 SEVERANCE
   
15.1 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 hereof shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.
   
16 NOTICES
   
16.1 Any notice to be given by either party to the other may be sent by either email, fax or recorded delivery to the address of the other party as appearing in this Agreement or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent or if sent by fax shall be deemed to be served on receipt of an error free transmission report, or if sent by recorded delivery shall be deemed to be served 2 days following the date of posting.
   
17 GOVERNING LAW AND JURISDICTION
   
17.1 This Agreement shall be governed by and construed in accordance with the law of Scotland and the parties hereby submit to the exclusive jurisdiction of the Scottish courts.