Standard Terms and Conditions for the provision of website design, implementation and support services.

Whenever we take on a project to provide website design, implementation and/or support services, the following basic terms and conditions will be deemed to apply, unless we explicitly agree any item to the contrary.

• Overview
• In short
• What both parties agree to do
• The Detail
• Design
• Implementation
• Hosting
• When we provide hosting services
• When we use a 3rd party hosting service
• 3rd party access to hosting
• Support
• Our two key rules
• Testing
• Text content
• Photographs
• Search Engine Optimisation
• Legal stuff
• Copyrights
• Payments
• Other small print
• Support Details
• Fair Usage
• 3rd party administrative access

Overview

We will always do our best to fulfil your needs and meet your goals, but sometimes it is best to have a few simple things written down so that we both know what’s what, who should do what and what happens if things go wrong. In this agreement, you won’t find complicated legal terms or large passages of unreadable text. We have no desire to trick you into signing something that you might later regret. We do want what’s best for the safety of both parties, now and in the future.

In short

You are hiring us, Blackbox Web Design, to design, implement and/or support a web site for the total price that we agree in our correspondence. Of course it’s a little more complicated, but we’ll get to that.

What do both parties agree to do?

As our customer, you confirm that you have the power and ability to enter into this agreement either on your own account, or on behalf of your company or organization. You agree to provide us with everything that we need to complete the project including text, images and other information as and when we need it, and in the format that we ask for. You agree to review our work, provide feedback and sign-off approval in a timely manner too. Deadlines work two ways and you will also be bound by any dates that we set together. You also agree to stick to the payment schedule set out at the end of this contract.

We have the experience and ability to perform the services you need from us and we will carry them out in a professional and timely manner. Along the way we will endeavour to meet all the deadlines set but we can’t be responsible for a missed launch date or a deadline if you have been late in supplying materials or have not approved or signed off our work on-time at any stage.

On top of this we will also maintain the confidentiality of any information that you give us.

THE DETAIL

Design

We will create a design for the look-and-feel, layout and functionality of your web site. This work includes one main design, which will be based upon any style guidance that you give us up front, and our knowledge of best practice in this area.

We want you to be entirely happy with the end result, and we know that requirements often change during the design process. You will have the opportunity to make revisions to the design, during which process we will make every effort to revise the web site to your satisfaction.

This is subject to our ‘two key rules’ that are detailed further below.

However, you should be aware that the fee quoted in this agreement is based upon our estimate of the amount of work required to achieve the objective, and that repeated changes of requirements can lead to substantially more work being required on our part. As a result, if you’re not happy with the designs following these two stages of revisions, we reserve the right to invoice you for payment in full for all of the work that we have produced until that point and you may either cancel this contract or continue to commission us to make further design revisions at a daily rate that would be advised at the time.

Implementation

When we have agreement between us about the final design for the website, we implement that website (i.e. make it ‘live’ on the Internet) on an agreed schedule, and using whatever hosting arrangement we have agreed.

Unless agreed otherwise, that ‘go-live’ date will represent the completion of this particular project and you will be invoiced for the agreed amounts, minus any deposit already paid.

From this point onwards, any ongoing work, amendments or monitoring of your website will be dependent upon the support arrangement that we have agreed.

Hosting

When we are providing website hosting

We will provide website hosting facilities via a shared hosting platform or our own Virtual Private servers. We warrant that these hosting facilities are fit for purpose, and we work hard to ensure that they provide as close to 100% uptime and appropriate performance as is possible.

However, no system can guarantee 100% uptime and there will be occasions, either as a result of planned maintenance or unanticipated technical issues, when your website may be unavailable or operating at a less-than-optimum level of performance. We will always endeavour to ensure that scheduled maintenance occurs at low-traffic times/days, although this may not always be possible, such as for essential security updates. In the event of unanticipated technical issues, we will always work to resolve them as quickly as possible, although we make no specific guarantees of time-to-fix. You should inform us before signing this agreement if you have specific requirements relating to time-to-fix so that we can consider the technical options and revise our quotation accordingly.

When we are using a 3rd party hosting service

You should understand that the performance and reliability of 3rd party shared hosting can be variable as, by its nature, it is shared with other customers – and while we will always be happy to advise on appropriate hosting solutions, we cannot be responsible for any failure on the part of the 3rd party host.

All shared hosting must offer the following minimum requirements:

• It must be based on a Linux operating system
• It must support at least one MySQL database within your chosen hosting package;
• It must support the PHP scripting language (in the most current stable version)
• We will require access to your hosting control panel for configuration purposes.

You should be aware that no system can guarantee 100% uptime and there will be occasions, either as a result of planned maintenance or unanticipated technical issues, when your website may be unavailable or operating at a less-than-optimum level of performance. We will always do everything within our control to minimise the impact and duration of any planned or unscheduled downtime, but we make no specific guarantees of time-to-fix. You should inform us before signing this agreement if you have specific requirements relating to time-to-fix so that we can consider the technical options and revise our quotation accordingly.

3rd party access to hosting servers

When we are providing web hosting, we will not grant website administrator-level access to any 3rd parties (such as SEO or marketing agencies). Likewise, we will not grant access via FTP, SSH or similar to the webserver, database server or any other part of the infrastructure. This is to protect the security and integrity of your website and that of our hosting environment.

Should you require such 3rd party access, we will be happy to provide a quotation for the provision of dedicated hosting or suitable 3rd party hosting.

Support

We believe that websites are not ‘one-and-done’ pieces of work; they should be looked after, updated and maintained to ensure that they remain secure, accurate and relevant. For this reason, we offer a number of levels of chargeable ongoing support, and it is your choice whether and to what extent you take advantage of this support.

We will provide both technical and non-technical support services to You, depending on the level of support that you have chosen.

Technical support includes:

• Routine technical and security updates to the core components and additional extensions that power your web site;
• Routine backups of Your entire website (content, functionality and data), including off-site storage of those backups to allow for restoration of your web site following a technical issue;
• Ongoing security scans of website traffic in order to take all reasonable precautions to identify and block malicious traffic.

Non-technical support:

• We are always happy to try to help you with questions, advice and change requests that relate to your web site.

Please note: Where we are providing web hosting services to you (and your website is therefore located on our servers), it is mandatory that you take at least technical support services from us. This ensures that your website is kept up-to-date and secure, which protects not only your site but the security of our servers also. If you choose to host your website on 3rd party servers, there is no obligation to take any form of support services from us – but the responsibility for updates, security, backups and so forth is then yours.

Our ‘Two Key Rules’

A properly planned project will rarely give rise to any significant issues. However, our experience has shown a couple of circumstances that can create difficulties, so we like to be clear about them here.

1. Repeated changes to requirements: we pride ourselves in providing flexibility throughout our projects, so that clients don’t feel that everything needs to be ‘set in stone’ from the outset. However, the price that we quote for a piece of work is calculated on the estimated time required to achieve the objective. Repeated changes to requirements result in significant rework, and can result in the project becoming commercially non-viable. We therefore ask that all requirements, and changes thereto, are properly considered by you in order to minimise unnecessary rework. We may ask you to put change requests in writing, and ultimately we may suspend the project and invoice you for the work completed to date, if the requirements have changed substantially from what was agreed at the outset.
2. Early Termination of the Project: sometimes, for reasons beyond the scope of the project itself, a client will decide to discontinue the project. A simple example of which would be when the website was simply not required any longer due to a change in the business requirements. Under these circumstances, the website may not ‘go-live’ at all, but we think that it is only fair that we be paid for the work that we have completed up until this point. Further details can be found under in the Payment section below.

Testing

We will test all our markup and CSS in current versions of all major browsers, specifically Chrome, Firefox, Internet Explorer and Safari.

We will not test these templates in old or abandoned browsers, for example Microsoft Internet Explorer 6 or earlier Windows or Mac, or previous versions of Apple’s Safari, Mozilla Firefox or Opera unless otherwise specified. If you need to show the same or similar visual design to visitors using these older browsers, we will charge you at an agreed daily rate for any necessary additional code and its testing.

Text content

We are not responsible for writing any final text copy unless we specified it in the original estimate. We’ll be happy to help though, but if we become substantially required to create content, in addition to the estimate we reserve the right to charge you at £25 per hour for copy writing or content input.

Photographs

If the project involves the provision of photographs, You will supply us such images either in digital or printed format, which must be of a suitable quality and resolution and be fit for purpose. If you choose to buy stock photographs we can suggest vendors of stock photography. We reserve the right to refuse to work with any images that we consider to be inappropriate, offensive or in breach of intellectual property laws.

For the avoidance of doubt, the cost of sourcing any imagery for your website (which may or may not be required) is not included within the quoted project cost.

Search Engine Optimisation / Website visibility

Search Engine Optimisation (SEO) is a broad internet marketing term for the processes by which you ‘promote’ your website on the Internet – i.e. the techniques for which you encourage visitors to come to your site.

It is a complex area, and it is driven by a wide variety of factors – some relate to the way the website is structured and created, but many relate to wider things like offline marketing, social media presence and ‘backlinking’ from other websites.

You should therefore understand that the website design itself (our remit) is only part of the SEO story, and search engine rankings are also dependent upon factors outside our control. We are happy to advise, but for the avoidance of doubt, unless expressly agreed otherwise, we are not providing SEO services as part of this agreement beyond best practice design and on-page optimisation (we will be happy to discuss the specific meaning of these terms).

We therefore cannot make any assurances about Google rankings, or search engine results more broadly.

LEGAL STUFF

We can’t guarantee that the functions contained in any web page templates or in a completed web site will always be error-free and so we can’t be liable to you or any third party for damages, including lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate this web site and any other web pages, even if you have advised us of the possibilities of such damages.

If any provision of this agreement shall be deemed to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.

COPYRIGHTS

You guarantee to us that any elements of text, graphics, photos, designs, trademarks, or other artwork that you provide us for inclusion in the web site are either owned by You, or that you have permission to use them. Accordingly, we shall not be liable for any claims for breach of intellectual property rights relating to media provided by You, and You agree to indemnify Us against any such claims.

When we receive your final payment, copyright is automatically assigned as follows:

You own the graphics and other visual elements that we create for you for this project. We will give you a copy of all files and you should store them really safely as we are not required to keep them or provide any native source files that we used in making them.

You also own text content, photographs and other data you provided, unless someone else owns them. We own the HTML/XHTML markup, CSS and other code and we license it to you for use on only this project.

We love to show off our work and share what we have learned with other people, so we also reserve the right to display and link to your completed project as part of our portfolio and to write about the project on web sites, in magazine articles and in books about web design.

Unless specifically agreed with You to the contrary, we also reserve the right to include a small, unobtrusive link on your web site to Ours to show that we are proud to be associated with our work and your web site.

PAYMENTS

We are sure you understand how important it is as a small business that you pay the invoices that we send you promptly. As we’re also sure you’ll want to stay friends, you agree to stick tight to the payment schedule that we agree with you.

• Payment terms are 7 days from your invoice date, unless we specifically agree otherwise.
• Ongoing support and hosting charges must be paid by regular Standing Order, and are due in advance on the first day of each calendar month unless agreed otherwise
• All deposits are non-refundable.

If you decide to terminate the project early, or if you do not meet your side of this agreement in terms of timely feedback and sign-off, we think it’s only fair that we’re paid for the work that we have completed up until that point. Under those circumstances, we will invoice you for an amount up to 100% of the project cost (plus any payments already made on your behalf) to reflect the work already completed. We will be as fair as possible, but any reduction below 100% of the project cost will be at our discretion.

We hope the need never arises, but we will take steps to recover unpaid invoices, including suspension of website services without notice and/or legal recovery actions.

OTHER SMALL PRINT

Just like a parking ticket, you cannot transfer this contract to anyone else without our permission. This contract stays in place and need not be renewed. If for some reason one part of this contract becomes invalid or unenforceable, the remaining parts of it remain in place.

Although the language is simple, the intentions are serious and this contract is a legal document under exclusive jurisdiction of English courts.