Definitions
- Agreement: The proposal, contract, terms and conditions, together with any schedules, attachments, and supporting documentation agreed between the client and our company.
- Client Content: Any materials supplied by the client for use within the project, including text, images, graphics, documents, files, or other content.
- Deliverables: The work, services, and materials that our company agrees to provide as defined within the agreement.
- Developer Tools: Any software, source code, applications, systems, frameworks, fonts, utilities, authoring tools, inventions, methodologies, and other resources developed or used by our company, whether protected by intellectual property rights or not. This includes non-copyrightable elements such as layouts, navigation structures, website architecture, and functionality.
- Final Deliverables: The completed version of all deliverables supplied by our company to the client.
- Project: The work to be performed and services to be delivered under the agreement between the client and our company.
- Services: All services provided by our company in accordance with the proposal and contractual documentation.
- Third Party Materials: Any materials obtained from external sources and incorporated into the project, including stock images, illustrations, software components, plugins, or similar resources.
Development Services
Our company shall perform all development services described within the approved proposal and agreement in accordance with the agreed project milestones and schedule.
Proposal / Scope of Work
All proposals submitted by our company shall remain valid for a period of 30 days from the date they are received by the client. Should a proposal not be accepted within this period, our company reserves the right to review, amend, or update the proposal before resubmitting it for approval.
Compensation
- Additional Costs: Any third-party expenses, including hosting services, licensing fees, software subscriptions, or similar costs, shall be billed separately from development fees.
- Expenses: All project-related expenses incurred during the delivery of services shall be charged to the client at cost.
- Fees: The client shall pay all agreed fees and any applicable taxes in accordance with the project plan and payment terms.
Payment
- Invoices: All invoices shall be payable within 5 days of receipt. Additional expenses and third-party charges shall be itemized separately where applicable.
- Payment Schedule: Payments shall be made according to the milestones and schedule outlined within the project agreement.
Changes to Project Scope
- Change Requests: Any requested modification to the agreed scope of work must be submitted by the client in writing. Our company shall review the request and provide a response within 5 working days outlining any impact on project costs, timelines, deliverables, or resources.
- Minor Changes: Changes representing less than 20% of the overall project cost, or otherwise classified as minor by our company, shall be billed using standard hourly rates. Where such changes affect the agreed delivery schedule, updated timelines shall be communicated to the client. Additional charges resulting from such changes shall not be limited by previously agreed estimates or pricing caps.
- Major Changes: Changes exceeding 20% of the total project value, or otherwise considered substantial by our company, shall require a revised or additional proposal. Work associated with such changes shall not commence until the updated proposal has been formally approved and signed.
- Acceptance of Proposals: The client shall approve any proposal within 14 working days of receipt. If approval is not provided within this period, our company shall not be obligated to proceed with the proposed additional work.
Delays
- Delays by the Client: The client shall make reasonable efforts to provide approvals, requested information, materials, and other project requirements within appropriate timeframes. Any delay in providing such items may result in equivalent extensions to project milestones and delivery dates.
- Delays by Our Company: If delays occur due to circumstances within our control, we shall notify the client as soon as reasonably possible via email and provide updated delivery expectations.
- Delays by Others: Neither party shall be considered in breach of the agreement where delays result from circumstances beyond their reasonable control. Such circumstances may include labor disputes, government actions, acts of terrorism, natural disasters, fire, flooding, war, or similar events. Project deadlines may be adjusted to reflect the duration of such delays.
Evaluation and Acceptance
- Testing: Before submission to the client, deliverables shall undergo testing using commercially reasonable procedures and generally accepted industry practices.
- Approval Periods: Upon receipt of deliverables, the client shall have 7 working days to review and either approve or reject the submitted work. Any rejection must be accompanied by written details identifying the reasons for rejection. Our company shall then have 14 working days to address the identified issues. Once revised deliverables are submitted, the client shall be entitled to a further 7 working days for review.
Client Responsibilities
The client shall act reasonably and promptly throughout the project and shall, in particular:
- Ensure that all supplied content is suitable and compatible for use within the deliverables unless otherwise agreed.
- Review and proofread all materials before submission. Any corrections requested after submission may result in additional charges.
- Make timely decisions regarding third-party providers, services, software, or integrations relevant to the project.
Accreditation and Promotion
- Accreditation: Unless otherwise agreed within the original proposal, our company may place an accreditation hyperlink on completed project pages.
- Promotion: For portfolio, marketing, recognition, or professional development purposes, our company may display completed deliverables within websites, portfolios, presentations, galleries, case studies, and other promotional materials.
- Promotional Approval: Neither party shall unreasonably refuse permission for the other party to reference their involvement in a project. Where appropriate, such references may include a link to the relevant website.
Confidential Information
Any information identified as confidential by either party shall be treated as confidential by both parties, regardless of whether it is protected by copyright, patent, or similar intellectual property rights. Such information shall not be disclosed to any third party without authorization. Information shall not be considered confidential where it was already known by the receiving party or was lawfully obtained from an unrestricted third-party source.
Relationships
- Agents: Where our company engages third-party contractors or service providers to assist with agreed services, our company shall remain responsible for the affected deliverables.
- Exclusivity: Neither party is required to enter into an exclusive business relationship. Both parties remain free to engage with other clients, contractors, companies, or service providers.
- Independent Contractor: Our company shall operate as an independent contractor and shall determine the manner in which services are delivered. Nothing contained within the agreement shall be interpreted as creating an employment relationship, partnership, agency relationship, or joint venture. Neither party shall have authority to bind the other except where expressly agreed. Work completed by our company shall not be considered “work for hire” under applicable copyright legislation.
Liability
All services are provided on an “as is” basis unless otherwise stated within the agreement. Our company shall not be responsible for any damages, losses, costs, or claims incurred by the client as a result of the services provided. Any liability of our company shall be limited to the total amount paid by the client under the relevant agreement.
Rights for Work Produced
License: Upon full payment, the client shall receive a perpetual, worldwide, non-exclusive license to use the deliverables in their approved form. The client shall not modify, extract portions of, redistribute, or create derivative works from the deliverables without prior written permission from our company.
Support Services
Warranty Periods: Where reasonably required, our company may provide support relating to the maintenance, correction, or updating of deliverables. Unless otherwise agreed, such support shall be billed at our standard hourly rates. Any warranty or support obligations shall become void where deliverables have been modified, edited, or otherwise affected by a third party, and our company shall have no further responsibility in relation to such work.