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Vertigo Services
Web Site Design Contract – Terms and Conditions
This AGREEMENT is considered effective either on the date specifed on a "hard"(paper) copy, signed by both parties, or upon acceptance of any given Proposal and upon receipt of a deposit (see Payment Schedule) between The Client (as specified on each individual contract) and Vertigo Services hereafter referred to as "The Consultant". This agreement is with respect to the design of a website, hereinafter referred to as "The Work." Where, The Consultant is a professional web designer of good standing; whereas, The Client wishes The Consultant to create certain Work described more fully herein; and whereas, The Consultant wishes to create such Work. Now, in consideration of the foregoing premises and the mutual covenants hereinafter set forth and other valuable considerations, the parties hereto agree as follows:
CONFIDENTIALITY:
The Client and The Consultant may disclose confidential information one to the other to facilitate work under this Agreement. Such information shall be so identified in writing at the time of its’ communication, and shall be safeguarded and not disclosed to any third parties without the express written permission of the owner of the said information. Confidential information shall not include information that:
1. is already known to the party to which it is disclosed;
2. is or becomes part of the public domain without breach of this Agreement;
3. is obtained from third parties, which have no obligations to keep confidential to the parties to this Agreement.
DESCRIPTION OF WORK:
A website for the purposes as specified by The Client during the initial consultation process and thereby agreed upon after a full website proposal has been produced by The Consultant and accepted by The Client.
PAYMENT SCHEDULE:
On acceptance The Client shall confirm their acceptance of the website proposal by both signing a copy of these Terms and Conditions and paying no less than 25% of the quoted total price for the completed Work. The balance of the said cost shall be payable on completion of the said Work but prior to its’ full publication onto the internet.
DUE DATES:
The Consultant agrees to deliver/display samples of design on dates as agreed upon in the Proposal. The Consultant will make every effort to meet agreed upon due dates. The Client should be aware that failure to submit required information or materials may cause subsequent delays in the production. Client delays could result in significant delays in delivery of finished work.
FEES & ADDITIONAL SERVICES:
Changes in Client input or direction or excessive changes will be charged at £25 per hour in addition to any subsequent costs. Any work The Client wishes Consultant to create, which is not specified in the DESCRIPTION section of this agreement, or in the Proposal will be considered an additional service. Such Work shall require a separate Agreement and payment separate from and above that specified in this Agreement.
EXPENSES:
Client agrees to reimburse Consultant for any of the following expenses necessary in completion of The Work: (e.g. Fonts, Messengers, Proofs, Props, Research, Shipping, Software, Stock photography, Travel, Telephone Consultation).
ASSIGNMENT OF WORK:
Consultant reserves the right to assign other designers or subcontractors to The Work to ensure quality and on-time completion.
RESERVATION OF RIGHTS:
All rights not expressly granted hereunder are reserved to The Consultant, including but not limited to all rights in sketches, comps, or other preliminary materials. Also included are the ownership rights to any/all Domain Names purchased by the Consultant for the purposes of hosting the requisite publication. Under this agreement The Consultant hereby accedes to allow the release of the said domains The Client upon reasonable recompense for any expenses thereby incurred. The Consultant also reserves the rights to any/all maintenance issues pursuant to the relevance, content or structure of any publication once issued, such that should The Client wish another party to maintain the said website then the entire publication must be released and the agreement terminated.
PERMISSIONS AND RELEASES:
The Client agrees to indemnify and hold harmless The Consultant against any and all claims, costs, and expenses, including legal fees, due to materials included in The Work at the request of The Client for which no copyright permission or previous release was requested or uses which exceed the uses allowed pursuant to a permission or release.
LIABLITY
The Client agrees to indemnify and hold harmless The Consultant against any and all claims, costs, and expenses, including legal fees, due to any and all products, services, claims or acknowledgements of professional competence included in The Work which The Client offers and/or sells to any other party.
PUBLICATION:
The Client may publish or disclose information regarding The Work and shall acknowledge the support of The Consultant in all such publications. The Client will not use the name of The Consultant, in any advertising or publicity without the prior written approval from the Consultant. The Consultant will not use the name of The Client, in any advertising or publicity without the prior written approval from The Client.
COPYRIGHT NOTICE:
Copyright is in The Consultant's name. Upon completion of The Work, the copyright will only be released to The Client upon The Consultant's signing of the Release of Copyright.
TERMINATION:
Either party may terminate this Agreement by giving 30 days written notice to the other of such termination. In the event that Work is postponed or terminated at the request of The Client, The Consultant shall have the right to bill pro-rata for work completed to the date of that request, while reserving all rights under this Agreement. If additional payment is due, this shall be payable within thirty days of The Client's written notification to stop work. In the event of termination, The Client shall also pay any expenses incurred by The Consultant and The Consultant shall own all rights to The Work. The Client shall assume responsibility for all collection of legal fees necessitated by default in payment.
The Client and The Consultant are independent parties and nothing in this Agreement shall constitute either party as the employer, principal or partner of or joint venture with the other party. Neither the Client nor The Consultant has any authority to assume or create any obligation or liability, either express or implied, on behalf of the other.
This Agreement shall be governed by and construed in accordance with the laws of England and Wales applicable therein.
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