Terms & Conditions
AGILE WEB DESIGNS – TERMS & CONDITIONS
1. DEFINITIONS AND INTERPRETATION
1.1 In these Terms & Conditions, the following terms shall have the following meanings:
Agreement means the contract between Agile Web Designs and the Client consisting of these terms, the accepted Scope of Work, and other supplementary documents.
Business Day denotes any day other than Saturday, Sunday, or a public holiday in the UK.
Client refers to the entity procuring services from Agile Web Designs as per the Agreement.
Client Content encompasses all content, graphics, logos, trademarks, and data the Client provides.
Deliverables signify the results of the Services but exclude Client Content.
Error denotes any significant discrepancy in the Deliverables from the Scope of Work.
Fees correspond to payments defined in the Scope of Work.
Scope of Work is a detailed document clarifying the Services and Deliverables Agile Web Designs provides.
Services mean the Web Design, development, and SEO services, as defined by the Scope of Work.
1.2 The headings are for clarity and won’t affect the interpretation.
1.3 References to one gender include all genders; the singular includes the plural and vice versa.
2. PROVISION OF SERVICES
2.1 Upon payment of Fees and provision of Client Content, Agile Web Designs agrees to deliver the Services in accordance with this Agreement.
2.2 Agile Web Designs will commence Services post receiving a 50% non-refundable upfront payment and written acceptance of the Scope of Work from the Client. The final 50% will be charged upon the launch of the website.
2.3 SEO services are billed at the start of the month.
2.4 Delays on the Client’s part may result in rescheduling, impacting Fees and delivery dates.
2.5 All timelines mentioned are estimates, and Agile Web Designs isn’t liable for any delay-induced losses.
3. VARIATIONS AND CHANGES
3.1 Agile Web Designs adheres strictly to this Agreement and will not be bound by any other terms of the Client.
3.2 Should the Client wish to amend the Scope of Work, Agile Web Designs might adjust the Fees accordingly.
3.3 Alterations not accommodated under the initial Scope of Work will require a revised Scope of Work and, potentially, additional Fees.
3.4 Agile Web Designs reserves the right to refuse changes that aren’t feasible.
3.5 The terms of this Agreement can only be altered in writing, signed by both parties.
4. ERRORS AND CORRECTIONS
4.1 Agile Web Designs strives to correct any Errors in the Deliverables.
4.2 If changes requested by the Client aren’t Errors and fall outside the Scope of Work, additional Fees might be charged.
4.3 In case of unresolvable Errors, a proportional refund, deducted from work already completed, may be provided.
4.4 Errors resulting from the Client’s actions will be rectified at an additional cost.
5. CLIENT RESPONSIBILITIES
5.1 Clients are responsible for the following:
Timely payment of Fees.
Cooperation with Agile Web Designs.
Maintaining the confidentiality of all provided passwords.
Not tampering with the Deliverables.
5.2 Clients must provide complete, accurate content and information as required.
5.3 Delays or failures in providing necessary content might lead to cessation of Services and extra Fees.
6. CLIENT CONTENT
6.1 Clients are responsible for all Client Content and should secure necessary permissions for its use.
6.2 Agile Web Designs can refuse or remove content deemed inappropriate or potentially illegal.
6.3 Agile Web Designs isn’t responsible for content placed on the Deliverables by third parties.
6.4 The Client indemnifies Agile Web Designs against any claims or liabilities arising from the use of Client Content.
7. CHARGES
7.1 Unless otherwise detailed in Part 1 (Service Summary) or an Additional Work Agreement, Agile Web Designs will compute charges based on time and resources utilised, guided by our prevalent rates. These rates may be reviewed occasionally. We will employ specialised tracking tools to monitor all tasks done for the Client. Such records shall be deemed final and mutually recognised.
7.2 The Client acknowledges:
7.2.1 Any quoted charges are provisional and can be adjusted, given the project’s fluid nature. Such estimates are not binding on Agile Web Designs.
7.2.2 Charges are based on initial project specifications and can evolve as the Client’s comprehension of their requirements evolves.
7.3 Agile Web Designs may adjust the charges if:
- The project scope broadens.
- Initial project assumptions change.
- The Client requests alterations outside the initial Agreement.
- Approved deliverables are reconsidered, leading to extra work.
- Additional services are required.
- Renewal of Hosting Services.
- Client delays or neglects their contractual responsibilities.
7.4 Any charge increments shall be determined by Agile Web Designs’ prevailing rates and billed monthly unless stated otherwise.
7.5 Our rates may undergo periodic reviews.
7.6 Agile Web Designs will inform the Client in advance if any third-party costs arise during the service provision.
8. PAYMENTS
8.1 Agile Web Designs will bill the Client per the specifics in Part 1 (Service Summary) or an Additional Work Agreement. Final payment is due upon project completion.
8.2 Payments should be settled upon receipt of the invoice.
8.3 All charges exclude taxes. Clients are liable for all applicable taxes.
8.4 In case of delayed payments:
Agile Web Designs can pause all services.
Interest will accrue on overdue amounts.
Agile Web Designs may retain any previously received deposits.
8.5 Agile Web Designs retains the right to withhold any deliverables until full payment is made.
8.6 Prompt payment is crucial.
8.7 All payments should be made in full without any deductions unless legally mandated.
9. ASSURANCES
9.1 Both parties guarantee they are authorised to enter this Agreement and haven’t violated any prior agreements.
9.2 The Client guarantees the sufficiency of their content for the project execution. Agile Web Designs disclaims any liability regarding the Client’s content.
9.3 If hosting services aren’t managed by Agile Web Designs, the Client assures they have the necessary resources to host the deliverables efficiently.
9.4 Agile Web Designs offers no guarantees on third-party software or systems integrated into the deliverables.
9.5 Agile Web Designs isn’t obligated to address issues resulting from post-project browser or device updates.
10. INTELLECTUAL PROPERTY
10.1 All intellectual property in deliverables remains with Agile Web Designs unless otherwise stated.
10.2 In the event that the Client gets ownership of any intellectual property, they agree to transfer those rights back to Agile Web Designs.
10.3 Upon meeting all terms, Agile Web Designs grants the Client a non-exclusive license to use the deliverables for their business.
10.4 Client content remains their property. However, Agile Web Designs is granted a non-exclusive license for project purposes.
10.5 Any moral rights related to copyright creations for the Client are waived by Agile Web Designs.
11. SUPPORT AND MAINTENANCE
11.1 Unless explicitly detailed in the Project Brief, Part 2 (Financial Overview), or a Supplementary Service Agreement, Agile Web Designs shall not extend any support or maintenance services to the Client.
12. DATA TRANSFER
12.1 If Agile Web Designs consents to aid the Client with data transition, the Client will be billed according to Agile Web Designs’ prevailing rates, as informed to the Client.
12.2 The Client comprehends that due to the intricate nature of data transitions, Agile Web Designs cannot ensure a specific timeline for completion. Any timeline provided is indicative and open to revision. The Client will receive periodic updates regarding the migration process.
13. HOSTING
13.1 When Agile Web Designs consents to offer Hosting Solutions for the output, these services will be facilitated via select Third Party Internet Service Providers.
13.2 While Agile Web Designs endeavours to choose esteemed Third Party ISPs, it shall not be held accountable for any disruptions attributed to such third parties.
13.3 There may be occasions where Agile Web Designs finds it necessary to transition the hosted output to an alternate Third Party ISP.
13.4 Either party reserves the right to conclude the Hosting Solutions upon three months’ prior written notification.
13.5 The Client will be invoiced monthly for Hosting Solutions in line with Agile Web Designs’ latest rates.
13.6 Any overdue payments by the Client might result in a temporary suspension of Hosting Solutions by Agile Web Designs.
13.7 If, due to unforeseen circumstances, Agile Web Designs is unable to offer hosting, they may opt to terminate the Hosting Solutions.
14. LIABILITY RESTRICTIONS
14.1 With exception to the conditions mentioned in clause 14.4, any liabilities of Agile Web Designs arising from or connected to this Agreement, the Products, or the Services, regardless of the origin, shall be collectively capped to an amount equal to the total Fees (exclusive of VAT) paid by the Client.
14.2 Except as detailed in clause 14.4, Agile Web Designs will not bear any liabilities stemming from or related to this Agreement, the Products, or the Services for:
14.2.1 Direct or indirect losses or damages to:
(a) profits;
(b) revenues;
(c) business operations;
(d) contracts;
(e) prospects;
(f) projected savings;
(g) digital data;
(h) business goodwill;
(i) business reputation;
(j) utility;
14.2.2 Secondary or consequential losses or damages; or
14.2.3 Claims emerging from a third-party action against the Client.
14.3 The phrase “regardless of the origin” in clause 14.2 encompasses all triggers and actions that bring about liabilities of Agile Web Designs linked to this Agreement, the Products, or the Services. This includes, but is not limited to, any misrepresentation, negligence, statutory duty breach, other torts, contractual breaches, restitution, or other factors; or any discrepancies in the provision or quality of the Services or Products.
14.4 The restrictions and exclusions in this Agreement apply even if the Client flags the potential for more significant losses or damages. However, certain exclusions won’t apply if legally restricted. Specifically, this Agreement won’t impact liabilities:
14.4.1 Related to death or personal injury resulting from negligence, as per the Unfair Contract Terms Act 1977;
14.4.2 Arising from fraudulent representations or fraud; or
14.4.3 Pertaining to any infringements of obligations implied by the Supply of Goods and Services Act 1982.
14.5 Unless the Services or Products are acquired by someone acting as a consumer (as defined in the Unfair Contract Terms Act 1977), any implicit warranties, conditions, terms, or liabilities of Agile Web Designs regarding the alignment with descriptions, the quality, or suitability for a specific purpose of the Services not explicitly stated in this Agreement are dismissed, unless the law expressly prohibits such exclusions.
15. TIME LIMIT FOR CLAIMS
15.1 The Client must initiate any claim related to this Agreement within one (1) year from the event or act leading to the claim. Claims raised beyond this period will not be acknowledged.
16. UNFORESEEABLE CIRCUMSTANCES
16.1 Neither party shall be held responsible for any inability or delay in upholding their duties under this Agreement owing to unforeseeable events beyond their reasonable control, including but not limited to natural calamities, warfare, public disturbances, or industrial disputes (“Unforeseeable Circumstances”).
16.2 In situations where either party finds its responsibilities hindered for a span exceeding three (3) months due to Unforeseeable Circumstances, the unaffected party retains the right to dissolve this Agreement with a month’s written advance notice.
17. SECRECY AND DISCRETION
17.1 Both parties commit to maintaining the confidentiality of all procured details related to the business operations, financial matters, technological resources, and other affairs of the opposite party (“Protected Details”) during the Agreement and for five (5) years post-termination.
17.2 Both parties shall take appropriate measures, no less diligent than those applied to safeguard their own confidential particulars, to keep the other party’s Protected Details under wraps.
17.3 Any perceived misuse or unwarranted revelation of a party’s Protected Details will promptly be reported to the affected party.
17.4 The obligations of confidentiality will not extend to details that: (i) become public knowledge without a breach of this clause; (ii) are obtained from a separate third party without breaching any confidentiality; and (iii) are mandatorily revealed by regulatory bodies or competent judicial entities.
17.5 Both parties consent to adhere to Part 3 (Data Handling Terms and Conditions) as occasionally revised and available at Agile Web Designs’ official website.
18. CONTRACT TERMINATION
18.1 The Agreement can be dissolved by either party with a month’s written notice. However, if Agile Web Designs offers Continuous Services, either party can dissolve the Agreement with a three-month written notice.
18.2 Agile Web Designs reserves the unilateral right to terminate the Agreement instantly upon notifying the Client if:
18.2.1 The Client significantly breaches any Agreement stipulation and fails to address it within thirty (30) days of being notified;
18.2.2 Any person related to or representing the Client acts in an offensive, intimidating, or inappropriate manner, as determined by Agile Web Designs; or
18.2.3 Agile Web Designs concludes that their rapport with the Client has deteriorated to a point where service continuation is untenable.
18.3 The Client can terminate the Agreement immediately, and post a written notice to Agile Web Designs if Agile Web Designs substantially breaches its service commitments. The Client must notify Agile Web Designs of such breaches in writing, granting them a 30-day rectification window. Failure to address it allows the Client to dissolve the Agreement, at least regarding the breached services.
18.4 The Agreement can be terminated by any party if the opposite party undergoes insolvency, bankruptcy, or other financial duress affecting their operational stability.
19. TERMINATION REPERCUSSIONS
19.1 Upon Agreement dissolution, the Client must settle all outstanding payments, including any miscellaneous expenses and dues, to Agile Web Designs immediately.
19.2 On Agreement termination (except as per clause 18.2), once all dues are settled:
19.2.1 The Client can continue using the deliverables under the license terms granted
19.2.2 Agile Web Designs will return all Client-specific content and provide an electronic copy of all deliverables; and
19.2.3 Assistance for transferring the deliverables to another hosting provider, subject to associated costs, can be sought from Agile Web Designs.
19.3 If Agile Web Designs terminates the Agreement per clause 18.2:
19.3.1 All granted licenses are revoked; and
19.3.2 The Client must cease all deliverable usage.
19.4 On termination, both parties shall reciprocate by returning all proprietary materials and Protected Details or destroying them upon request.
19.5 Termination or expiry won’t infringe on the accrued rights or obligations of either party, and some clauses will remain in effect post-termination.
19.6 Clauses pertaining to Intellectual Property Rights and Liability Limitations will persist beyond the Agreement’s termination or expiry.
20. PROMOTIONAL RIGHTS
20.1 The Client acknowledges that:
20.1.1 Agile Web Designs may reference the Client in its promotional materials as a testament to its clientele;
20.1.2 Agile Web Designs reserves the right to showcase the Services and Products it rendered to the Client as part of its portfolio and promotional efforts;
20.1.3 For digital products like websites or mobile applications:
(a) Agile Web Designs may insert a discreet acknowledgement or credit on the Products;
(b) Agile Web Designs has permission to use elements of the Client’s digital content for the purpose of its marketing strategies; and
(c) Agile Web Designs may use analytical data pertaining to the Products for its case studies.
20.2 The Client agrees to participate in promotional activities, such as providing testimonials, including video formats, for Agile Web Designs when requested. The Client ensures that Agile Web Designs possesses the requisite permissions to use such materials for promotional objectives.
21. DELEGATION & NON-SOLICITATION
21.1 The Client understands and agrees that Agile Web Designs may subcontract any part of the Services without needing explicit consent from the Client.
21.2 Agile Web Designs maintains accountability for the subcontracted Services, ensuring they adhere to this Agreement.
21.3 For the duration of this Agreement and 18 months post its conclusion, the Client vows not to solicit or hire any Agile Web Designs’ personnel, be they employees or subcontractors.
21.4 The Client agrees to avoid any direct engagements with Agile Web Designs’ staff or subcontractors that could undermine Agile Web Designs’ rightful compensation.
22. MISCELLANEOUS
22.1 This Agreement doesn’t infer any form of partnership, employment, or agency between the involved parties.
22.2 This Agreement encapsulates the complete mutual understanding and supersedes prior understandings regarding its subject matter. In case of discrepancies between the Services Scope and these conditions, the former prevails.
22.3 Both parties acknowledge not relying on any non-documented assertions while entering this Agreement.
22.4 A party’s non-enforcement of any Agreement right doesn’t negate their ability to enforce it later.
22.5 Should a provision be deemed unlawful or unenforceable, it won’t affect the Agreement’s other lawful parts.
22.6 This Agreement doesn’t grant any third-party rights or benefits.
22.7 Both parties pledge to undertake necessary actions to solidify the Agreement’s intents.
22.8 Neither party may assign or transfer this Agreement’s obligations or rights without the other’s consent.
22.9 This Agreement is subject to English law. Exclusive dispute jurisdiction lies with English and Welsh courts.
22.10 The rights and remedies in this Agreement complement legal rights and remedies. Variations to this Agreement require written consent. Counterparts may execute this Agreement.
22.11 Notices under this Agreement must be in written format, delivered directly or via electronic means.
22.12 A party’s notice address is as outlined in the Commercial Term Sheet. Notices, once dispatched, are considered received after 48 hours or at the start of the subsequent business day for emails sent outside of business hours (9.00 am to 6.00 pm on Business Days).