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Primal Space Website Design Terms and Conditions
This document will act as terms and conditions of agreement for the contract between our company Primal Space, and you our client for the website design and development of your website. At Primal Space, we will always do our utmost best to fulfill 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 is what, who should do what and what happens if things go wrong. In this contract, you won’t find complicated legal terms or large passages of unreadable text.
You, our client, are hiring Primal Space to offer website design services for your website for the agreed price, as per our agreed scope of work outlined in our previous correspondence.
“Company” defined as Primal Space
“Client” defined as you, our hosting customer
Subject to the terms and conditions of this Agreement, Primal Space will provide website design services for you our client subject to the following terms:
Length of Service:
Client agrees to an initial twelve (12) month contractual term of service (“Term”).
Service Start Date:
The first payment plus setup charges, if any, shall be due in advance of any service provided. Service shall begin upon company receipt of payment for such first Term of service or upon a mutually agreed upon alternate date.
Renewal by Client:
This Agreement will automatically renew for successive twelve (12) month Terms unless cancelled in writing by Client at least 30 days prior to the end of Term renewal date. Renewal prices are subject to change. Renewal of services by Client indicates agreement to any Contract revisions and price changes. Renewal fees for the following term will be automatically invoiced to Client’s account.
We can’t guarantee that the functions contained in any web page templates or in a completed web site will always be error-free. Hence, we can’t be liable to you or any third party for damages, including lost profits, 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. We’ll carry out our work in accordance with industry best practice and at the standard expected from a suitably qualified person with relevant experience. We always ensure our work is completed to the highest possible standard.
These Terms of Engagement, together with the Proposal and Requirements documents, constitute the entire agreement between Primal Space and the Client in relation to the services being provided, and supersede all earlier communications. Each party acknowledges that it has not relied on any commitment, representation or warranty in entering into the Contract, other than those expressly set out in the Contract. No amendment or other variation to these Terms of Engagement by the Client will be effective unless agreed by both parties in writing.
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.
Details of the works
We will create designs for the look-and-feel, layout and functionality of your project.
HTML/CSS layout templates
If the project includes XHTML or HTML mark-up and CSS templates, we will develop these using valid HTML5 mark-up and CSS3 for styling. We will test all our mark-up and CSS in current versions of all major browsers including those made by Apple, Google, Microsoft, Mozilla and Opera. We will also test to ensure that pages will display visually in a similar, albeit not necessarily an identical way. We will not test in Microsoft Internet Explorer 7 for Windows as this browser is now past its sell-by date and is unsupported. We will also test the website in all major devices such as smart phones and tablets.
We are not responsible for writing or inputting any text copy unless specified in the original estimate. We’ll be happy to help though, billing at our hourly rate.
Photography and video content
You the client will supply us with images and video content to use, which you have the rights to, for us to include in your website. Should you choose to buy stock photographs we can suggest vendors of stock photography. After a free initial consultation, with your prior agreement, any time we spend searching for or taking appropriate photographs will be charged at our current hourly rate.
Changes and revisions
We know from experience that fixed-price contracts are rarely beneficial to you, as they often limit you to your first idea about how something should look, or how it might work. Therefore, we don’t want to limit either your options or your opportunities to change your mind, so we only charge for the work provided.
The estimate/quotation prices included in this document are based on the number of hours and days we estimate will be needed to accomplish everything that you have told us you want to achieve. The scope of what is to be delivered (covering functionality, content, structure and design) will be set out in a requirements document, so that you know exactly what is being delivered for your money. If you do want to change your mind, add extra pages, or even add new functionality, that won’t be a problem. You will be charged our current hourly rate for any additional work. Throughout the build, we will ask you to put requests in writing so we can keep track of agreed changes, and agree with you up front any impact that might have on the total price. Should changes occur during the project the cost impact will be agreed with you, and then deducted from or added to your final invoice.
Primal Space will provide the Client with an opportunity to review the appearance and content of the website during the design phase and once the overall website development is completed. At the completion of the project such materials will be deemed to be accepted and approved unless the Client notifies Primal Space otherwise within ten days of the date the build environment is made available to the Client.
We must be able to create a testing website area locally on one of our servers which we can develop on. For this we’ll need access to your website’s server to be able to copy the website area and database across to one of our testing servers.
If your website is not hosted with us here at Primal Space, we will need access to your server hosting service throughout the development project.
We may also need SSH root level server access for implementing updates. If you have an existing website where content is being transferred to us, we will require FTP and database access for this, and in certain scenarios, where relevant, access to your CMS admin area too, such as WordPress or Magento.
SEO (Search Engine Optimisation)
We don’t guarantee improvements to your website’s search engine ranking. But the web pages we develop are accessible to search engines for indexation. Unless otherwise stipulated by us elsewhere in this contract or in a prior agreement/communication. We do offer additional SEO services for our clients, which are invoiced at an hourly rate. Our SEO work is only invoiced after we have achieved the agreed results discussed for a period of 1 month. A monthly maintenance charge is required for our ongoing SEO support and work for your chosen keywords.
We are here to help. We will offer technical support during the project to you as you require. You, as our client can ask questions along the way. You may already have professional web site hosting; you might even manage that hosting in-house; if that’s the case, great. If you don’t manage your own website, we can offer website hosting solutions for you. We would charge you a one-off fee for installing your site on any 3rd party server, plus any statistics software such as Google Analytics for example. These prices are provided on a quote by quote basis, based on our current hourly rate. Thereafter, any updates to, and management of that server, plus any support issues of this 3rd party server will be up to you our client to handle with your selected 3rd party company. If you have chosen to use Primal Space for your website hosting, any technical support of your server is included in the price of our website hosting service.
You guarantee that any elements of text, graphics, photos, designs, trademarks, or other artwork that you provide to us for inclusion in the web site are either owned by your company, or that you have permission to use them. 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 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 XHTML mark-up, 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 websites, including our own Primal Space portfolio, in magazine articles and in books about web design. A link to Primal Space will appear small type in the footer of the Client’s website. If the Client requests that the design credit be removed, a nominal fee of 10% of the total development charges will be applied.
Terms of Payment
Terms of payment are in advance, unless credit approval has been granted by Company. Payments should continue on the agreed date and timescale for the duration of the contracted period. Should a payment be missed, and not be received within 14 days of the due date, the Company reserves the right to withdraw any design services.
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 following payment schedule, but may be revised based on further conversations between us if specifications given to us change throughout the project.
In the event the work has not been completed we will delay issue of the final invoice until the work has been completed, subject to the delays being our or our third party providers’ responsibility. Where we are unable to complete the work due to delays on the part of the Client or their representatives, e.g. delays signing off design, providing copy and/or information, obtaining approval from compliance, etc. we reserve the right to invoice the final payment as if the work had been completed.
In the event of payment not being received within 14 days of the invoice date, a Written (email) reminder will be issued. Should payment still not be forthcoming a further reminder is issued advising that failure to pay may result in suspension/discontinuation of services. If payment is still not received we reserve the right to a) suspend services and b) pursue debt recovery action. We will sometimes telephone at this point to give a final 24 hours notice, but this is not guaranteed and is subject to previous payment history. We will not be responsible for any consequential loss incurred by the Client’s business arising as a result of the suspension of any services. Furthermore, we may charge an admin fee based on our current hourly rate to reinstate an account following suspension to cover the cost of our time in managing this process.
The Client agrees to reimburse Primal Space for any additional expenses necessary for the completion of the work. Examples would be the purchase of special fonts, stock photography, collection of materials from client premises, etc. We always obtain permission from the Client prior to incurring costs outside of the quotation in this document.
If the Client does not already possess one for their domain, an SSL certificate is required to be purchased from our company. This will be priced separately per annum and renewed annually.
Where the client has not subscribed to one of our support packages. The Company can offer any support to our Client at our current hourly rate. Where the client does not have a support package that contains website backups. The Company offers no backups of the Client’s website data. Where recovery of data is required, or the recreation of data, our hourly rate will then apply to complete this work.Full website support options can be found below:
Full website support options can be found below:
Email Hosting and Support
Within our hosting packages, email mailboxes can be setup on your domain for you free of charge. Each package has a different allowance of the quantity of mailboxes offered. While we offer POP/IMAP mailboxes to be setup, we do not offer support for setup, maintenance or recovery of emails that are hosted on any of our servers. You our client are responsible for the setup, maintenance and recovery of your email mailboxes. Backups of emails are not kept within any hosting packages. Our recommendation to clients is to use Office365 or Google Apps/Suite for email management and usage.
Proprietary information exchanged here under shall be treated as such by Client. This information shall include, but not be limited to, the provisions of this Agreement, product and services information and pricing. Client further agrees to not decompose, disassemble, decode or reverse engineer any Company program, code or technology delivered to Client or any portion thereof.
Company will exercise no control whatsoever over the content of the information passing through the network, email or website.
Company makes no warranties or representations of any kind, whether expressed or implied for the service it is providing. Company also disclaims any warranty of merchantability or fitness for any particular purpose and will not be responsible for any damages that may be suffered by Client, including loss of data resulting from delays, non-deliveries or service interruptions by any cause or errors or omissions of Client. Use of any information obtained by way of Company is at Client’s own risk, and Company specifically denies any responsibility for the accuracy or quality of information obtained through its services. Connection speed represents the speed of an end-to-end connection. Company does not represent guarantees of speed or availability of end-to-end connections. Company expressly limits its damages to Client for any non-accessibility time or other down time to the pro-rata monthly charge during the system unavailability. Company specifically denies any responsibilities for any damages arising as a consequence of such unavailability.
Trademarks and Copyrighted Material
Client warrants that it has the right to use any applicable trademarks or copyrighted material used in connection with this service.
Company may terminate this Agreement at its sole discretion upon the occurrence of one or more of the following events: 1) failure to comply with any provisions of the Agreement upon receipt of written notice from Company of said failure, 2) appointment of Receiver or upon the filing of any application by Client seeking relief from creditors, 3) upon mutual agreement in writing of Company and Client.
If legal proceedings are commenced to resolve a dispute arising out of, or relating to, this Agreement, the prevailing party shall be entitled to recover all costs, legal fees, and expert witness fees as well as any costs or legal fees in connection with any appeals.
Client shall indemnify and hold Company harmless from and against any and all claims, judgments, awards, costs, expenses, damages and liabilities (including reasonable attorney fees) of whatsoever kind and nature that may be asserted, granted or imposed against Company directly or indirectly arising from or in connection with Client’s marketing or support services of the product or services or the unauthorized representation of the product and services or any breach of this Agreement by Client.
If any provision of this Agreement is held to be unenforceable, the enforceability of the remaining provisions shall in no way be affected or impaired thereby. This Agreement shall be governed by and construed in accordance with the laws of Scotland, United Kingdom. A failure by any party to exercise or delay in exercising a right or power conferred upon it in this Agreement shall not operate as a waiver of any such right or power.