In This Agreement:

Website Development Terms and Conditions

DEFINITIONS

The following term(s) below shall have the following meaning(s):

“Customer” means the organisation or person who purchases services from the Supplier.

“Supplier” means Zest Digital Ltd, Thomas House, Langford Locks, Kidlington, Oxfordshire, OX5 1HR.

“Services” The services provided by The Supplier.

“Heads of Terms” The terms and conditions specific to your contract, to which these Terms and Conditions are an appendix of.

“Commencement Date” The date of this agreement, as of date on your accompanying Heads of Terms.

“Website” The location of The Customers website as per the URL specified in the Heads of Terms.

“Agreement” The terms of this document, and Heads of Terms, by which The Supplier and The Customer will be bound.

“Hosting Company” The provider the Supplier will use to host the website on the internet.

“Go-Live” The process of publishing a new website live on the internet or activating programming code.

“Proposal” The proposed design and functional specification of the website.

“Website Scope and Brief” The agreed design and functional specification of the website.

“Change Order” A document which specifies changes to the brief, which fall outside the scope of the original brief and / or requirements.

1. GENERAL

1.1. These Terms and Conditions shall apply to all contracts for the supply of services by the Supplier to the Customer.

1.2. Before the commencement of the services the Supplier shall submit to the Customer a Proposal which shall specify the goods and services to be supplied and the price payable. The Customer shall notify the Supplier immediately if the Customer does not agree with the contents of the Proposal. All Proposals shall be subject to these Terms and Conditions.

1.3. The Supplier shall use all reasonable endeavours to complete the services within estimated time frames but time shall not be of the essence in the performance of any services.

2. DESCRIPTION OF PROJECT AND SERVICES

2.1. The estimate included covers only that which is described in the Proposal (prior to the agreement of these terms), and the Website Scope and Brief (following the agreement of these terms). The client will be required to sign off the Website Scope and Brief prior to the commencement of any design or development work.

2.2. Additional work will result in additional charges. Additional work is defined as the addition of pages, graphics, programming, element creation/adaptation, or other significant features, any graphic, page design, or actual page requiring more than two rounds of revisions, revisions to text content provided ready for publication, changes to elements which have been finalised, or significant changes in plan, scope, or direction of project and any search engine marketing. In this case, The Customer will be provided with a written Change Order including an estimate for the additional work.

2.3. The process for the creation of visuals, such as graphics and page designs, consists of The Supplier providing drafts and asking for feedback from The Customer; the feedback is then used to produce another draft. This estimate assumes that 2 rounds of this process for each design element will suffice. If the project is one related to programming and/or integration, the process above will follow the same aforementioned format. At any stage of the project, if The Supplier feels that changes made to the design by The Customer could potentially affect the integrity of the design then The Supplier reserves the right overrule The Customers proposed changes.

2.4. Text content will be provided by Client as final drafts ready for publication and in digital Form; The Supplier accepts content in through it’s Gather Content system. This is a web-based system which allows The Customer and The Supplier to clearly specify the content to go on each page, sign off and feedback on the proposed content. Graphic content will be provided by Client in an orderly manner and clearly labelled as to desired use on site. Major changes to content once it has been signed off and placed into the website will require a Change Order.

2.5. To maintain our portfolio credentials, and the integrity of any applicable copyrights, The Supplier is entitled to reproduce samples of The Customer’s website in our portfolio and in any marketing materials.

2.6. The Supplier may use qualified subcontractors under our supervision for any or all work on this project. All subcontractors will be bound by the same terms as this agreement.

3. ESTIMATE AND PAYMENT ARRANGEMENTS

3.1. If the production process takes longer than 90 days, billing will switch to semi-monthly and will be based on hours expended, while still honouring this estimate, with invoices sent mid-month and/or at month’s end.

3.2. In the event of the cancellation of this assignment, or any delay of more than 90 days, we will invoice you for the greater of either:

All work completed up to the date of notification, based upon the percentage of the project finished, including expenses; or
30% of the agreed-upon estimate plus expenses, and this Agreement shall be considered fulfilled by The Supplier. All incomplete work will remain the property of The Supplier. All payments already made will first be applied to these charges.

3.3. The Supplier will maintain the confidentiality of The Customer’s source materials, technical and marketing plans and all other sensitive information.

3.4. The Supplier and The Customer agree that any dispute arising out of this Agreement shall first be resolved by mediation, if possible. This Agreement was entered into in Oxfordshire, United Kingdom and any necessary arbitration or litigation will take place in this country.

3.5. Upon full payment of all invoices due, copyright to page designs produced by The Supplier for The Customer shall belong to The Customer. Secondary materials created by The Supplier during production, including drafts, plans, graphic source files, and templates, remain the sole property of The Supplier.

3.6. The Customer is solely responsible for the editorial content of the material included on its website, email copy, sales copy and/or any location where copy is required or present. Accordingly, The Customer agrees that it will defend and indemnify (hold harmless) The Supplier from any suit, demand, or claim resulting from the editorial content of the website or copy.

3.7. The Customer represents to The Supplier and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to The Supplier for inclusion in The Customer’s web site are owned by The Customer, or that The Customer has permission from the rightful owner to use each of these elements, and will hold harmless, protect and defend The Supplier and its subcontractors from any claim or suit arising from the use of such elements furnished by The Customer.

3.8. Removed

3.9. Removed

3.10. The site will be built and hosted on The Suppliers hosting platform; If The Customer wishes to move their new site to an alternative hosting service of The Customer’s choice then they will incur a charge of £340.00 + VAT for the migration and setup of The Customers new site on their chosen hosting platform. Payment must have cleared in full before the migration will take place.

3.11. The Supplier will not be liable to The Customer or to any third party for any damages arising from the use of web site.

3.12. If any provision of this Agreement shall 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.

3.13. All amounts payable by The Customer under the Agreement are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Agreement by the Supplier to The Customer, The Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

3.14. Without limiting any other right or remedy of the Supplier, if The Customer fails to make any payment due to the Supplier under the Agreement by the due date for payment, the Supplier shall have the right to charge interest on the overdue amount at the rate of 5 per cent per annum above the then current Bank of England base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.

3.15. Without limiting any other right or remedy of the Supplier, if The Customer fails to make any payment due to The Supplier under the Agreement by the due date for payment, The Supplier shall have the right to suspend all services being provided by the supplier until such payment has been made and cleared in full.

3.16. The Customer shall pay all amounts due under the Agreement in full without any deduction or withholding except as required by law and The Customer shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part. The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by The Customer against any amount payable by the Supplier to The Customer.

3.17. This Agreement may have attachments consisting of one or more initialled and dated Change Orders, whose terms shall become part of this Agreement. Future Change Orders will form part of this agreement.

3.18. Acceptance: By agreeing with The Supplier to Go-Live with The Customers website The Customer accepts that the brief has been met and that all future changes must undergo a formal change control request from The Customer and may incur additional charges unless otherwise agreed between The Customer and The Supplier.

3.19. Support: The only exception to 3.17 is one is that The Supplier will support any issues with the websites previously specified functionality or design for up to 14 days after the websites Go-Live date, after which time all changes, must undergo a formal change control request from The Customer and may incur additional charges, unless otherwise agreed between The Customer and The Supplier.

4. WEBSITE HOSTING

4.1. If The Supplier provides website hosting to The Customer then The Customer accepts and is bound by The Suppliers ‘Website Hosting Terms and Conditions‘.

4.2. If The Supplier provides web hosting to The Customer who has payments overdue then The Supplier reserves the right to suspend The Customers website until any overdue payments are settled in full.

4.3. The Supplier will host The Customers site with its hosting company at no charge during the development of the website. Once sixteen (16) weeks has passed from the contract commencement date, at Go-Live, acceptance or sign off of the website by The Customer (whichever is soonest), then The Supplier reserves the right to charge The Customer for the hosting of the website at a charge of £50.00 + VAT per calendar month, on our Tier 1 support package, unless another hosting package has been agreed in writing.

5. AMENDMENTS

5.1. The Supplier is entitled to change these Conditions from time to time and will display the changed Conditions at https://www.zestdigital.com/terms/webdev-terms/. The Supplier will give the Customer at least sixty (60) days notice of any such change, which shall take effect at the end of such sixty (60) day period.

5.2. Where the Supplier has given the Customer notice of a change to the Conditions in accordance with Clause 5.1, and such changes have a material adverse effect on the Customer, the Customer shall be entitled to terminate the Contract by giving the Supplier not less than thirty (30) days prior written notice to that effect, such notice to expire before the expiry of the 60 day notice period referred to in Clause 5.1.

CHANGELOG

The following table sets out any changes made to the above terms and conditions, in accordance with clause 5 of the Website Development Terms and Conditions.

PolicyWebsite Development Terms and Conditions
Date of change15/09/2017
Effective fromImmediately, as this is when Terms and Conditions were added to the website and came into effect
Old Content2.10 The Supplier will set up web hosting for The Client with The Suppliers hosting company known to be reliable if the project requires it upon the request of The Client. However, The Supplier makes no guarantees as to minimum “uptime”, nor shall The Supplier be held responsible for any direct, indirect, special or consequential damages resulting from possible lapses in hosting services. Such possible damages include any lost profits or business interruption or loss of digital data.
Updated ContentRenamed 3.8 and removed as this clause is now referenced in the ‘Website Hosting Terms and Conditions’.
PolicyWebsite Development Terms and Conditions
Date of change15/09/2017
Effective fromImmediately, as this is when Terms and Conditions were added to the website and came into effect
Old Content2.11. The Supplier will host The Clients site with its hosting company at no charge for one (1) month from the contract commencement date. Once the site goes live, has been accepted or signed off by The Client then The Supplier reserves the right to charge The Client for the hosting of the website at a charge of £50.00 per calendar month unless another hosting package has been agreed in writing.
Updated ContentRenamed 3.9 and removed to avoid reference issues. Moved and reworded in 4.3:4.3. The Supplier will host The Customers site with its hosting company at no charge during the development of the website. Once sixteen (16) weeks has passed from the contract commencement date, at Go-Live, acceptance or sign off of the website by The Customer (whichever is soonest), then The Supplier reserves the right to charge The Customer for the hosting of the website at a charge of £50.00 + VAT per calendar month, on our Tier 1 support package, unless another hosting package has been agreed in writing.