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.
- In short
- What both parties agree to do
- The Detail
- When we provide hosting services
- When we use a 3rd party hosting service
- 3rd party access to hosting
- Our two key rules
- Text content
- Search Engine Optimisation
- Legal stuff
- Other small print
- Support Details
- Fair Usage
- 3rd party administrative access
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.
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.
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.
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.
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.
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.
- 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.
- 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.
- 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.
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.
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.
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.
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.
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.
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.
Standard Technical Support Only
The monthly Technical Support plan (“Standard Technical Support” or “Standard Technical Maintenance”) comprises the services below. Please note Standard Technical Support is the minimum level of support required if we are providing web hosting services to you (and your website is therefore technically located on our servers).
- Regular full website and/or database updates: we will provide backup facilities that take a ‘snapshot’ of the entire website and/or its database(s) at regular intervals. The exact frequency will depend upon the level of content changes, the nature of your website and any specific agreements that we make. As a minimum, a full website backup will be taken once a month. We will provide for the backup files to be stored securely in a cloud-based storage system. In the event of a technical, security or other issue that affects the operation of your website, these backups will allow the site to be restored back to the last known good state. This does not guarantee zero data loss, as any changes made to the website since the last good backup will not be restored by the backup and would need to be re-applied.
- Routine updates to the constituent software parts of your website: the core website framework (typically the WordPress Content Management system) is regularly updated with functional changes, bug-fixes and security enhancements. Likewise, any extensions to the core software (typically themes and plugins) will routinely be updated by their authors. As part of technical support, we will routinely test and update these components of the software. Typically, but excluding any critical security updates, we will wait at least three days following the release of an update before the update is applied (thereby maximising the chance that any bugs are discovered before the update is applied).
- Bug fixes relating to the existing functionality: should any issues/bugs be discovered with the functionality that was originally delivered, we will fix/resolve those issues;
- Ongoing security scanning and access control: we will implement a software solution that routinely scans the website framework and content for any unauthorised changes to system files. It will also track all logins / attempted logins and, under certain circumstances, apply a temporary IP block against malicious login attempts (e.g. invalid usernames or repeated incorrect passwords used in brute force attacks)
- Uptime monitoring: we will implement an automated uptime monitoring solution which checks at regular intervals that the website is responding appropriately. We will be alerted to any periods of detected downtime. Our response to any periods of downtime will depend upon the nature of the issue and the hosting solution you have chosen. Where you have chosen to use 3rd party hosting, you should understand that downtime depends in part upon the hosting provider you have selected. We will use our best endeavours to assist in reporting/resolving any hosting issues with 3rd parties, but we accept no responsibility for the performance of their systems.
Please note: if you choose to make content or other updates to the website yourself, or allow a 3rd party to make such changes on your behalf, you must ensure that you/they have the appropriate skills and knowledge. With the exception of restoring the site to the last known good state via a backup, this support does not extend to fixing/repairing issues generated by you or a 3rd party authorised by you.
This support package does not include any ‘inclusive’ time for making changes to the content of your website. We will be happy to make such changes, but work will be charged at an hourly rate, or for a fixed fee that we will agree with you.
The monthly ‘technical support + content updates’ plan (or ‘managed service’) comprises the following:
- Everything contained within the ‘Technical Support Only’ plan;
- Updates to existing content: at your request, we will make changes to the existing website content, including changing text, images (provided by you), page format and so on;
- New content: at your request, we will add new content (including new pages) that falls within the scope of the original website package that you purchased. For the avoidance of doubt, this means that if you purchased the Microsite product (which is a small, simple website with simple navigation and a handful of pages), we will not add multiple extra pages within this support agreement. If, on the other hand, you purchased the CMS Website product (which allows for a larger site with more complex functionality), then this support would cover the addition of multiple extra pages.
- New Functionality: at your request, we will add new website functionality that falls within the scope of the original website package that you purchased. For example, the CMS Website package is intended to provide flexible standard website functionality, so if you decided you wished to add a contact form or an image gallery, then this type of change would be included within this support plan. The addition of e-commerce functionality or 3rd party integrations however, which are expressly excluded from the CMS Website product, would not be included. Requests for new functionality will always involve an assessment by us of the nature of that new functionality, and a determination about whether that type of functionality falls within the coverage of the Managed Service. The service should not be considered to cover the addition of every conceivable type of web functionality.
Please note: we will respectfully ask you to ensure that all requested content changes are well considered and fully thought through, and your requirements are expressed with sufficient clarity and accuracy to allow us to perform the work. We reserve the right to request all changes be made in writing, to minimise the need for rework due to incomplete/inaccurate change requirements.
- The Managed Service includes up to 2 (two) hours of our work time within each calendar month.
- The minimum work unit is 30 minutes, and work time will be measured on multiples thereof
- Unused time does not ‘roll over’ to subsequent months
- The cut-off for each calendar month is midday on the last working day (Monday to Friday excluding public holidays) of that month. Any work requests received after that point will be considered to fall into the allocation of the following month
- Work requests will only be considered as received if they are ‘actionable’ – i.e. they contain sufficient detail to allow us to action the request. We are not responsible for work requests that miss the monthly cut-off period on the basis that they did not contain sufficient information to make the work actionable. In such events, the work request will be considered to fall into the following month’s allowance, assuming that the request is clarified within that month.
- Work requests should be submitted in writing (by email) to firstname.lastname@example.org – other contact channels may not be monitored for support purposes.
This managed service does not cover:
- work that essentially constitutes a complete redesign of the website
- Adding e-commerce functionality
- custom code development
- content copywriting
- ongoing Search Engine Optimisation (unless expressly agreed otherwise in writing)
- work that is not directly related to the operation of the website
- general consultancy or IT support
Please note that all support packages with an inclusive hours element (such as our Managed Service) are subject to a “fair usage” condition, which allows us to ensure that support can be provided on a commercially viable basis. In particular, this condition means that:
- We will make changes to the content of your website that fall within the scope of the original website package that you purchased. If you purchased a microsite package, we will not add pages/content/functionality that would effectively render the website a larger or more complex site that would have fallen into a higher package. Likewise, we will not add the more complex e-commerce functionality unless you purchased an e-commerce package. We would of course be happy to provide an estimate for upgrading the website in these circumstances.
- Substantial changes to the website, such as might amount to effectively rewriting or redesigning the site are not covered
- You may cancel the managed service component of your support package at any time by giving written notice, and your support package will revert to Technical Support only and charged at the prevailing rate.
- Once cancelled, managed service may only be reinstated at our discretion. It is not to be considered as a service that may be ‘activated’ only on the months where work is required;
- We will expect that all change requests are properly and thoroughly considered, and are expressed with sufficient detail and clarity to allow us to understand the requirement. If you have a number of change requirements, we would ask you to combine them into a single request wherever possible to allow us to manage those changes in the most efficient way
- If we need to rework or redevelop any changes as a result of incorrect requirements, we reserve the right to charge on an hourly basis to rectify those issues. We would like to make all changes just once wherever possible
- If you have decided to maintain the content of your own website, or entrust that to a 3rd party, support does not cover fixing/repairing issues created by you during that process, other than restoring the entire website back to the last known good backup.
- We reserve the right to suspend or terminate support if we consider that these fair usage requirements are not being met
- Support will not be provided if your support payments fall into arrears. Support is payable in advance, on the first of each month
Administrative Access to systems
In the event that we are providing Technical Support and/or a Managed Service for a client’s website (and we are therefore responsible for the operation and uptime of the website), we cannot permit the granting of administrative access to the client or any 3rd party such as marketing or SEO organisations. It is incompatible with our responsibility for maintaining the integrity of the system and infrastructure.
This includes S/FTP access to the server infrastructure and administrative (unrestricted) access to the website CMS.
We will always be open to working with such 3rd parties to help achieve their objectives, including granting levels of access short of full administrative privileges.