WEB DEVELOPMENT TERMS AND CONDITIONS AGREEMENT

Definition of Terms.

1. Authorisation.

The CLIENT is engaging John Messingham as an independent contractor for the specific project of developing and/or improving a World Wide Website to be installed on the CLIENT’s web space located on an ISP’s web server.  If John Messingham is not hosting the website then the CLIENT hereby provides John Messingham with any necessary “write permissions” for the CLIENT’s web page directory, cgi-bin directory and any other directories or programs that need to be accessed for this project.3rd party ISP

Should the CLIENT choose to host the website with a , it is the clients responsibility to ensure that the hosting account meets the technical requirements of the website and the client agrees to liaise with the ISP regarding all support matters.

The client also authorises John Messingham to publicise the completed website to free web search engines, as well as other web directories and indexes.  The client also agrees to allow John Messingham to use the website and screenshots as a reference in their advertising and marketing material.

2. Warranties.

John Messingham represents and warrants to the CLIENT that they have the experience and ability to perform the services required by this CONTRACT; that they will perform said services in a professional, competent and timely manner; that they have the power to enter into and perform this CONTRACT; and that their performance of this CONTRACT shall not infringe upon or violate the rights of any third party or violate any laws.  However, the CLIENT will not determine or exercise control as to general procedures or formats necessary to have these services meet the CLIENTS satisfaction.

The CLIENT represents and warrants to John Messingham that it will provide the material as required in a professional, competent and timely manner; that it has the power to enter into this Agreement; and that its performance of this CONTRACT shall not infringe upon or violate the rights of any third party or violate any laws.

3. Fees.

John Messingham will execute this development as specified by the CLIENT requirements as terms of the CONTRACT and incorporated in this CONTRACT.  This website includes the number of pages specified in the SPECIFICATION and/or QUOTATION.  In case the CLIENT desires additional standard web pages beyond the original number of specified in this CONTRACT, the CLIENT agrees to pay an agreed fee per additional standard web page.  There will be no reduction in cost if the client chooses to reduce the number of pages once development has commenced.  Where additional custom programming is required this will be charged at the standard programming rate.  Payment for additional work is due on instruction.

4. Maintenance.

This CONTRACT does not include any maintenance.  Web page and website maintenance will be the responsibility of the CLIENT.  If a maintenance service agreement is entered into between John Messingham and the CLIENT, it will be contained within its own document and not connected to this CONTRACT.  However, this CONTRACT does include minor modifications and corrections requested within a two-week period up to an average of 15 minutes per page, including updating links and making minor changes to a sentence or paragraph.  It does not include removing nearly all the text from a page and replacing it with new text.  If the CLIENT or an agent other than John Messingham attempts to update the CLIENT’s pages during this time, time to repair the website or pages will be assessed at the hourly rate and is not included as part of the modification time.

5. Payments and Payment Methods.

All services agreed to in this CONTRACT shall be sold for the price specified in the QUOTATION.  Payments can be made by bank transfer, PayPal invoice or debit/credit card via PayPal.  Bank and PayPal details are shown on all invoices and statements.  Only once a payment is cleared funds will it be deemed received.

6. Payment Terms.

Unless otherwise stated the following standard terms apply:

Complete website development projects

* A minimum deposit of twenty five percent (25%) of the design and development project cost and the total amount of software license fees, hosting and training is required to on instruction to commence work.
* A further twenty five percent (25%) is payable when the screenshots have been produced and the design concept approved or the design concept is used.
* Twenty five percent (25%) of the cost is due when 50% of the development is complete.
* Fifteen percent (15%) is payable when the site is put on-line in a draft directory of my server for the CLIENT’s viewing.  There is then a period of up to 10 days during this which the site is made available for testing and correcting typographical errors.  Minor design changes and other corrections will be made according to the instructions of the CLIENT and these terms and conditions.  Errors and amendments will be corrected within five days of being reported.
* The final ten percent (10%) payment made in full no later than seven days from the date the site was completed and before the site is moved to the main directory or web space of the CLIENT.  Marketing of the site in search engines and directories will not occur until after final payment is made.

Custom template projects

* A minimum deposit of fifty percent (50%) is payable on instruction
* When the template is complete it will be installed on our test server for viewing.  There will be a period of five days during which minor changes to styling will be made.
* The final fifty percent (50%) is payable on completion and before the template in handed over.

Development projects

* A minimum deposit of fifty percent (50%) is payable on instruction
* When the development work is complete it will be installed on our test server for viewing/testing.
* The final fifty percent (50%) is payable on completion and before the development work is handed over.

7. Additional Expenses.

With the prior written permission of the CLIENT, the CLIENT agrees to reimburse John Messingham for any additional expenses necessary for the completion of the work.  Examples would be purchase of scripts, software, special fonts, stock photography and images.

8. Additional Services.

Any revisions, additions or redesign the CLIENT wishes John Messingham to perform not specified in the project specification shall be considered “additional” and will require a separate payment.

9. Completion Date.

John Messingham and the CLIENT must work together to complete the website in a timely manner.  Much of this depends on receiving the appropriate images, text and payments from the CLIENT on time.  We agree to work expeditiously to complete the website in a professional and timely fashion.  If, however, the completion of the site has been delayed due to the client not supplying data, text, images or payments then the balance of the project will become due 14 days after we have completed development of the website structure, programming and pages minus their content.  John Messingham reserves the right to assign subcontractors to this project to ensure the right fit for the job as well as on-time completion.  John Messingham will be responsible for the final results of the project.

10. Copyright and Trademarks.

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

11. Limited Liability.

The CLIENT hereby agrees that any material submitted for publication will not contain anything leading to an abusive or unethical use of the Web Hosting Service or Host Server.  Abusive and unethical material and uses include, but are not limited to, pornography, obscenity, nudity, violations of privacy, computer viruses, any harassing and harmful material or uses, any illegal activity or material avocation illegal activity and any infringement of privacy or libel.

The CLIENT hereby agrees to indemnify and hold harmless John Messingham from any claim resulting from the CLIENT’s publication of material or use of those materials.  The CLIENT hereby agrees to indemnify and hold harmless John Messingham in any claim resulting from the submission of illegal materials.  If John Messingham shall acquire an Internet domain name on behalf of the CLIENT, then in such case the CLIENT hereby waives any and all claims which it may have against John Messingham for any loss, damage, claim or expense arising out of or in relation to the registration of such domain name in any on-line or off-line network directories, membership lists, or registration lists, or the release of the domain name from such directories or lists following the termination of the providing of this service by John Messingham for any reason.

12. Copyright to Web Pages.

Copyright to the finished, assembled work of web pages, templates, websites, source code and instruction manuals produced by John Messingham are owned by John Messingham.  Upon full and final payment of this CONTRACT, the CLIENT is assigned rights to use as a website, the design, graphics and text contained in the finished, assembled website.  Rights to photos, graphics, source code, work-up files and computer programs are specifically not transferred to the CLIENT, and remain the property of their respective owners.

Re-selling or re-using any templates, source code, designs, layouts, or graphics is prohibited without the prior written permission of John Messingham and/or the respective owners.  The CLIENT is assigned the rights to use the template on one website only.

13. Nondisclosure.

John Messingham, except as directed by the CLIENT, or if required to do so by law, will not at any time during or after the term of this CONTRACT disclose any Confidential Information to any person whatsoever.

14. Cancellation.

In the event that work is postponed or cancelled at the request of the CLIENT, the CLIENT will forfeit any deposit paid under this AGREEMENT.  John Messingham shall have the right to bill pro rata for work completed to the date of that request and for any software, scripts images or other items purchases for the project, while reserving all rights under this CONTRACT.  If additional payment is due, this shall be payable within seven days of the CLIENT’s notification to stop work.  In the event of cancellation, the CLIENT shall also pay any expenses incurred by John Messingham and John Messingham shall own all rights to the work.  The CLIENT shall assume responsibility for all collection of legal fees necessitated by default in payment.

15. Refund Policy.

If the CLIENT applies by registered letter within seven (7) days of signing this CONTRACT, work already completed shall be billed at the standard hourly rates (as shown on this website), and deducted from the initial payment.  If the work that has been completed is beyond the amount covered in the initial payment, the CLIENT shall be liable to pay for all work completed.

16. Payment of Fees.

In order for John Messingham to remain in business, payments must be made promptly.  Invoices are due upon receipt unless otherwise specified.  If payments are not received promptly, John Messingham reserves the right to stop work or remove work already uploaded until full payment of the project has been received. Please note that reinstating uploaded work that is removed for non payment will incurr further charges. These charges will be required to be paid prior to the work being uploaded again.  In case collection proves necessary, the CLIENT agrees to pay all fees incurred by that process.

17. Entire Understanding.

This CONTRACT constitutes the sole agreement between John Messingham and the CLIENT regarding the Web Design and Development Service.  It becomes effective when the CLIENT instructs John Messingham to commence work.  This CONTRACT shall be governed and construed in accordance with the laws of the United Kingdom.  The parties agree that if any part, term or provision of this Agreement shall be found illegal or in conflict with any valid controlling law, the validity of the remaining provisions shall not be affected thereby.

18. Intellectual property.

18.1.  All IPRs relating to the Services provided by John Messingham are and shall remain the property of John Messingham.  All rights in the design and arrangement of the Site, text and graphics and all software compilations, underlying source code, and all other material on the Site are reserved to John Messingham.  Except as expressly provided below, nothing contained in these terms of use or on the Site shall be construed as conferring any license or right, by implication, estoppel or otherwise, under copyright or other IPRs.
18.2.  John Messingham and all other names, images, pictures, logos and icons identifying John Messingham or its services are trade marks of John Messingham Development Services in the UK and other countries.  Other product and company names mentioned on this Site may be trade marks of their respective owners.

19. Indemnity.

The Client agrees to fully indemnify and keep John Messingham, its subsidiaries, affiliates, officers, partners, employees and agents fully indemnified from and against all actions, demands, costs (on a fully indemnity basis), losses, penalties, damages, liability, claims and expenses (including but not limited to legal fees) whatsoever arising from your breach of the Contract, your use or misuse of the Services, any claims by third parties as to ownership or other rights to use a Domain Name where one has been registered by or transferred to John Messingham at your request or arising in any way by the Client infringing (whether innocently or knowingly) third party rights (including without limit intellectual property rights).

20. Disclaimer.

20.1.  Nothing in the Contract or these Conditions shall exclude or limit the liability of John Messingham for death or personal injury resulting from its negligence or fraudulent misrepresentation nor affect the statutory rights of consumers.
20.2.  To the fullest extent permitted by law, the Site and its contents is provided by John Messingham on an "as is" and "as available" basis and no representations or warranties (expressed or implied) of any kind are made (and they are expressly disclaimed) with respect to the Site or its contents including, without limit, warranties of merchantability and fitness for a particular purpose.

21. Confidentiality.

The Client shall promptly notify John Messingham if it becomes aware of a breach of confidence in relation to the Contract and shall give John Messingham all reasonable assistance in connection with any proceedings John Messingham may institute against a third party at John Messingham’s expense.  John Messingham may be required, in the course of maintaining domain names, to provide registrars with current registrant information.

22. Privacy.

The information you provide to us will be stored on computer.  We are committed to protecting your privacy.  We and any of our associated companies may use the information you provide us to provide a more personalised service and to tell you about changes in our and their service or any new services which we think you will find valuable.  If you object to any of these uses at any time, then please inform us by writing to John Messingham at the address set out in the "contact me" section at the Site.  We may also use such information where and to the extent of any requirement to comply with any applicable law, legal process or to enforce any of these Conditions.