Terms & Conditions

Terms and Conditions for Website Design, Build and Amendments

Terms of the Agreement

The agreement will begin when the contract/agreement has been emailed to both parties and will continue until the selected work is completed.
The agreement can be extended with mutual written consent.
If the contract contains a clause to provide on demand support the contract is not terminated until 5 years after the last contact betwen both parties.
Modifications and changes to the terms of the agreement need to be written, agreed and authorised by mutual consent.
In case either party wants or needs to cancel the agreement, 7 days notice in writing is required by either party.
Anything agreed verbally is not confirmed unless agreed in writing.
You understand and agree that if the website you wish Sarah Eagle Designs to work on is not yours but your clients', you are Sarah Eagle Designs client and are fully responsible for all payments and decisions made. You will receive extra time to confer with your clients where appropriate shown in brackets after the standard time.
By asking SED to do work for you or providing a PO number you are agreeing to these T&Cs, except where Sarah Eagle has signed a contract and an individual clause conflicts with any on here, in which case your T&Cs will prevail.
If there are any conflicts between these Terms & Conditions and the proposal the proposal will prevail.

Services Provided

The Schedule of Services details the full services that are to be provided under this agreement. Sarah Eagle Designs (SED) will provide these services in a professional, competent and timely manner.

Anything not specifically mentioned in the Schedule of Services is extra work and will be negotiated as an extension to this agreement or as a separate agreement, as appropriate and mutually agreed in writing. The fees payable by you in respect of any additional work will be agreed between us on a case by case basis using the standard hourly rate as a guide.

Unless otherwise specified, the Schedule of Services does not include any logo creation, graphics not supplied within the design or photography or stock image searches or purchases.

Only support specifically mentioned in the Schedule of Services is included. Any further support is chargeable at the standard hourly rate by telephone or email during office hours. All tasks are logged in timesheets and supplied with the invoice.

All work done on Joomla or Wordpress (J/WP) sites would be transferable to another suitable server and another developer would be able to take over the project for you if required. A developer with J/WP experience would be preferential.

Appointed Contacts

You will provide a single point of contact through which all agreements, modifications to agreements, requests for amendments and revision and all other changes will directed.

Should you need to change the contact for the project, this will be notified in writing and you will endeavour to ensure that the new contact is fully briefed on the project to date.

Template Design & Build

If we are developing a bespoke design for J/WP you may request up to 60 minutes of amendments to the design concept. If the design is for a GPeasy site you may request up to 30 minutes of amendments to the design concept. In either case the design concept must be signed off by you before the build of the template can begin. Time taken to redo design work because your thoughts, requests or needs have changed since the original design meeting will be charged at the Standard Hourly Rate.

Once the template is built you may request minor modifications within 14 (21) days up to a total of 60 minutes for J/WP and 15 minutes for GPeasy to the custom template. Any changes required later or above the designated timescales will be chargeable at the standard hourly rate.

AJ/WP template consists of a number of files that controls how the defaultJ/WP components look. So that is usually the header, menus, sidebars and footer that is consistent on all pages, together with the standard article layout, the category blog & list layouts and the contact page with the default contact form. Any other layout work required for non-default extensions will be costed separately.

A GPeasy template consists of files that control how the header, menus, sidebars and footers that are consistent on all pages look. Any other layout work required for all extensions will be costed separately.

A bespoke template designed for you will never be used on another site unless you request it.

Adding Content, Maintenance & Security Updates

The Schedule of Services does not include any content editing/input except for any items specifically outlined or necessary test data. Adding content will be costed on a page by page basis or hourly rate if needed. Content is all text and images within the J/WP CMS: articles/pages, categories, menu items, extra contacts, weblinks, banners, products, product categories, modules, search results, all text available for editing in the ‘Language Manager’ and any other J/WP extensions that are not in the standard J/WP setup up. It does not include template or CSS work. Unless agereed otherwise, it is your responsibility to remove or unpublish test data.

Once the work is deemed as completed it is up to you to make any further content changes unless specified in another agreement.

To add/change your content, you will be provided with login details for up to 5 admin logins for the website and a super admin login for the website. Any content which has been amended by you or an agent other than SED becomes your responsibility. Any time to repair the website or pages if they have been broken by anyone except SED will be assessed at the standard hourly rate and is not included as part of any other agreement.

The Schedule of Services does not include any software maintenance or security updates unless specifically mentioned. These are your responsibility unless a support contract is entered into between SED and you. That support contract will be contained within its own document.

The software/code will be the latest available that is applicable for your project at the time of starting the project. If the software/code needs to be updated during development it will be charged at the standard hourly rate plus any expenses incurred (to pay for new licences etc), but will not be done without your prior consent.

J/WP Versioning & Development

"J/WP 3.6.4" has a major number of 3, a minor number of 6 and a patch number of 4. Any minor updates and patches are backwards compatible and are considered as "upgrades". Major versions are not backwards compatible and may require work to restore the site. They are considered to be "migrations".

J/WP supports only the most recent minor release. As soon as a new minor release is made, support for the previous minor release is ended. A major series may be declared end-of-life (and hence become unsupported) only after at least 2 years have elapsed since the most recent minor release in that series.

SEO (Search Engine Optimisation)

On setting up a new website, SED is responsible for making sure you can input meta data, add your own headings and other basic styling options (ie bulleted lists), that each page has at least one heading1 tag and that pages/areas of the page not editable by you are as semantic as possible. It will be your responsibility to ensure the content you enter is pertinent to your site.

Testing

SED uses the latest HTML/CSS techniques and tests the layout on the latest versions of IE Edge, Firefox, Google Chrome, Opera and a few key pages on Safari through Browserstack on a PC at the time of building and testing. IE11 will tested, but some of the layout may be different from the newer browsers. If we are creating a new template a message will show to anyone using older versions of IE that they should upgrade their browser for their own security and to see the site as it was designed.

The functionality is tested on the latest version of Chrome as the site is built. If selected in the Schedule of Fees, the whole site can be tested by a trusted 3rd party before it goes live. However it is your responsibility to make sure that you check your site is working as you expect from the Schedule of Services before the site goes live.

Warranty

All websites developed by SED come with a 90 day warranty from the date of final payment. If during this period you discover any bugs/errors in templates/code created by SED they will be fixed ASAP and free of charge. Any bugs that are in J/WP or 3rd party extensions will need investigation to see if SED can fix them or if the 3rd party developer will need to fix them.

Whilst every effort will be made to ensure 3rd party extensions are fixed, SED does not guarantee that they can be. 3rd party extensions may need to be upgraded in order to fix bugs and any work that needs to be done due to upgrading will be costed on the standard hourly rate plus expenses incurred, even if the site is still in development.

The warranty will be invalid if the client or any 3rd party installs, uninstalls, updates, configures or modifies J/WP or any 3rd party extensions (components, modules, plugins or templates).

This warranty will be invalid if the cause of the problem is a result of your web server specification or changes to your web server.

If after investigating or carrying out work to rectify a bug or error we discover that the warranty is invalid SED reserves the right to charge you at the standard hourly rate for all work carried out.

3rd Party Extension licenses and support

Unless you have specifically purchased and paid a separate license fee for an extension support/update license SED may choose to install 3rd Party Extensions under our own multi-site license. In these cases you will not be able to download updates yourself or request support directly from the extension developer. SED will provide you with updates, on request, for up to 12 months from the commencement date of your development unless we have terminated or not renewed our multi-site license for the extension.

If you require the facility to download updates or receive extension support directly from the extension developer then you will need to purchase your own license directly from the extension developer.

If SED is to buy software on your behalf you will be charged the cost of the extension + a handling fee of £10.

Research

SED can research any 3rd party extensions on your behalf to find out ones that would be the best for your requirements. This will be charged at the standard hourly rate.

Meetings & Reviews

For J/WP websites, SED offers up to 1 hour free initial consultation over the telephone, using Skype, at your offices within 5 miles of Hereford city centre or at a mutually agreed venue within 5 miles of Hereford city centre (any extra miles may be chargeable).

Other face-to-face meetings & reviews are not included unless specifically mentioned in the Schedule of Services and all are chargeable at the standard hourly rate.

Milage for meetings will be chargeable at £1 per mile for the first 50 miles, each subsequent mile is chargeable at 50p per mile, if specifically noted in the contract.

You will be able to review work in progress on the development server as it happens. Often though, things will be broken or look terrible until they are completed, so it is best to wait until it is completed before you email or call about any developments.

The majority of reviews will take the form of emails or telephone calls, often from SED requiring you to check that you are happy with how the work functions and looks. A final review together can be arranged once the work is finished, but before any amendments are done.

Should circumstances beyond the control of either party occur (including Force Majeure) that affect either party’s ability to progress as planned, these will be raised immediately and a review scheduled.

Reviews will give both parties the opportunity to discuss progress, review future work plans, raise any concerns about progress and performance and seek to resolve any issues that may have occurred.

Should it not be possible to resolve issues that have been raised, then both parties reserve the right to cancel the project with 7 days’ notice.

All amendment requests must be confirmed by email and sent within 30 days of SED sending out the Final Completion email. Any sent after this date will be charged at the standard hourly rate.

Further to any included amendments, you can request any amendments you wish. These will be charged at the standard hourly rate and will be done once the original work has been completed and full payment received. They do not part form part of the original contract.

Hosting and transferral of work

The website/work can be set up on SED’s development server so that everything, including all content can be set up ready for the site to go live out of public view and can remain here free of charge for up to 6 months. If you require the work to be done on your own server 75% of all items must be paid before work can begin.

The project/amendments are deemed as completed by SED when everything is done as per the Schedule of Services, not necessarily when the project/amendments go live. Once payment is received in full, SED will take a backup of the development site / work and transfer to the live server free of charge if the site is to be hosted with SED. Any conflicting or existing data will be removed or overwritten as necessary unless otherwise requested and agreed in writing.

If the site is not to be hosted with SED it is your responsibility to ensure that your server is set up properly for your site and all extensions. Any existing files will be moved to a backup folder or overwritten as necessary unless otherwise requested and agreed in writing. It is your responsibility to make sure there is enough space and you must provide FTP details, DB connection details and any other logins as required. You agree that putting a site live on any server except for SED’s will be charged at the standard hourly rate.

It is your responsibility to take any data from your original site before the new work is transferred.

All work arising from your server's misconfiguration or changes / updates will also be charged at the standard hourly rate.

Ownership of Materials and Intellectual Property

SED retains ownership of intellectual property rights (principally, but not restricted to, copyright) for any work completed until all invoices agreed to be payable by you have been fully settled, whereupon such rights will automatically vest in you.

Rights to photos, graphics, source code and computer programs etc produced by 3rd parties are specifically not transferred to you, and remain the property and copyright of their respective owners.

You are assigned the rights to use the templates, source code, designs, layouts or graphics created for the project as part of the Schedule of Services are for use as described on one website only.

Re-selling, distributing or re-using any templates, source code, designs, layouts, or graphics is prohibited without the prior written permission of SED and/or the respective owners. You may keep one backup copy for recovery purposes only.

Unless otherwise agreed to and documented 50% of the original template development charge will become payable by you for every additional use of the template whether on a website owned and/or controlled by you or not.

Unless otherwise agreed to and documented 50% of the original component or module modification or custom module or component development charge will become payable by you for every additional use of the module or component or modification whether on a website owned and/or controlled by you or not

Modification of the templates, modules or components by the client or a 3rd party does not effect these terms.

In the event that you cancel the project, SED will retain the intellectual property rights that have not previously vested in you and you will not have any rights to use any materials produced during the course of the project. Should SED need to cancel the project, SED will transfer rights for any work that you have fully paid for.

You must not make any copies of any part of the work for any other reason than one backup for recovery purposes. Automatic backups of websites as part of hosting contracts are allowable.

SED retains the right to use any work or materials produced for you that are in the public domain for the purposes of business promotion. You agree to allow SED to use the website, screenshots or any other graphics created by SED as a reference in her advertising and marketing material.

Authorship Credit

SED will include a byline, hyperlink and/or meta tags establishing authorship credit. You agree not to remove, hide, have removed or have hidden this authorship credit without prior written permission from SED and paying the appropriate fee of 20% of the project cost.

If the website you wish SED to work on is not yours but your clients' and SED is working as a subcontractor, this authorship credit will be yours instead at no extra cost.

Fees

All fees are to be paid in GBP via bank transfer, cash or cheque if agreed.

The Instruction of Work form outlines the Schedule of Fees, Timescales, and Terms and Conditions for the services provided.

All anticipated expenses to be incurred in the provision of services outlined in the Schedule of Services have been accounted for within the Schedule of Fees. However, should unanticipated additional expenses be required, SED will notify you and no expenses will be incurred by SED without your prior agreement.SED will provide you with timesheets/statements/receipts for all such expenses as appropriate. Examples would be purchase of scripts, software, special fonts, stock photography and images.

In the event that you do not pay fees as outlined within the Schedule of Fees, SED will cease work on the project until such time as payment is brought up to date.

A project put on hold will require a fee of 10% of the final cost to restart the project plus any extra time and costs to upgrade software/code. All work completed to that point becomes immediately payable.

Payment & Invoices

In order for SED to remain in business, payments must be made promptly. Invoices are due upon receipt, except hosting fees which must be paid 7 days before the commencement of the next year’s hosting. If payment is not received within 7 days SED reserves the right to stop work until full payment has been received.

Invoices for deposits do not have a due date. Please pay when you are ready to accept SED’s terms and conditions and secure booking. Work cannot commence or be booked in until the deposit is received and funds have cleared.

Payments due upon completion will be invoiced when that part of the work has been completed, several parts of work may be bundled into one invoice as is reasonable.

Work will not be put live until payment is received in full.

All work on an hourly rate will be invoiced monthly, when a reasonable block of work has been completed or a maximum of a year after the final task. The minimum invoice amount will be equal to 1.25 hours at the standard hourly rate and if you have not reached this amount of hours Sarah will contact you a short time before sending the invoice to see if you have any other amendments or questions to make up the hours.

If an amount remains outstanding thirty days after its due date, an additional eight percent (8%) above the Bank of England base rate penalty will be added for each day the invoice remains outstanding. SED reserves the right to remove web pages and websites from viewing on the Internet and block email accounts until final payment is made and is not responsible for any loss of business this may cause.

SED reserve the right to pass any unpaid amounts to a collections agency after 30 days. You agree to be responsible for any costs incurred due to collection of the amounts owing.

Timescales & Priority

The project proposal outlines a number of expectations and requirements for you. You agree to respond promptly within the timescales outlined in the Timescales & Development, and any emails to ensure that the project can be completed within time and accept that any delays by you in responding will affect the time to completion and the potential impact of the project.

In the event that you do not respond to contact from SED for more than 21 (28) days, which results the project being unable to progress SED will email you that the project has become inactive and will provide you with 7 days’ advance notice that work will be suspended unless your input is received.

If you do not reply by email that everything is completed as per the agreed Schedule of Services or list all outstanding items within 30 days of the Final Completion email, the project will be put on hold and become inactive. SED will email you that the project has become inactive and will provide you with 7 days’ advance notice that work will be suspended unless your input is received.

If there are outstanding items that do fall within the Schedule of Services SED will complete them as quickly as possible and send another Final Completion email.

Websites with errors that need urgent attention get top priority. Customers with Monthly Support Contracts also get top priority. Existing projects may need to be finished before non-urgent work can begin on other websites

Inactive Projects

Should you wish to place the project on hold temporarily, you will do this in writing with a minimum of 7 days notice and if possible provide an anticipated restart date.

You accept that any work that has become inactive will affect the time to completion and the potential impact on the success of the project.

Inactive projects can be restarted with a revised timeline by mutual agreement. You accept that it may not be possible to immediately restart a project or to proceed with the original timings.

In the event that a project is inactive for more than one month, invoices will be issued for all work to date if this exceeds the payments already made.

Cancellations

In the event that work is cancelled at your request, you will forfeit any deposit paid under the agreement. SED shall have the right to bill on the standard hourly rate 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 these Terms & Conditions. If the project is cancelled within 2 weeks of the anticipated final completion date of agreed project activities - 100% of total fees become immediately payable.

If additional payment is due, this shall be payable within 7 days of your notification to stop work.

In the event of cancellation, you shall also pay any expenses incurred by SED and SED shall own all rights to the work. You shall assume responsibility for all collection of legal fees necessitated by default in payment.

Should SED need to cancel the project, you will be informed of the reasons for this and invoiced for work completed up to the cancellation date or returned any payments (less expenses directly incurred) as appropriate.

Liability

SED can in no circumstances be liable for any consequential loss on your part howsoever caused. SED’s liability to compensate you for any failure on her part shall be limited to the full fees paid to SED by you during the previous 12 months in connection with the relevant service provided, minus any expenses incurred.

SED will not be liable for failing to complete any contract between SED and you due to circumstances beyond SED’s control including illness, loss of power supply, machine breakdown, loss of materials, fire, storm, flood, act of god, war, civil disturbance or terrorism.

Confidentiality

SED may need access sensitive information about your business; examples would include verbal or written information on (but not limited to) customer and client information, your sales information and business processes. SED will not disclose or use any of this information, unless you consent to this or if SED is required to do so by law.

Capacity as an Independent Contractor

You are hiring SED as an independent professional and it is understood that SED is not an employee of your company and will not expect to receive the same benefits as employees. As an independent contractor SED has control over when the work is done within the agreed timescales.

Limitations of scope

As we are using 3rd Party software, it means we are to a certain degree, limited by what the software can do. Any changes made to the functionality through the administration configuration / settings will be completed by SED as necessary at no extra cost during the build. Any changes made to the functionality that require bespoke coding may incur an extra cost. Either an estimate will be made and the work carried out on the standard hourly rate or a fixed quote will be given if at all possible. Occasionally changes made to the functionality are not possible at all.

Up to 15 minutes of minor changes to the visual look of each extension, excluding the template is included unless otherwise noted in the Schedule of Services.

Submitted Materials

You agree 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.

It is your responsibility to ensure that any work you ask SED to create does not breach any copyright, violate the rights of any third party or violate any laws and that you have the necessary permissions, rights and licences, copyright to use any materials which you supply for use on your project/amendments, such as (but not limited to) photos, written information, testimonials, quotes, and will indemnify SED against any action from the failure to do so.

You agree that any work that needs to be redone because submitted materials are not suitable will incur an extra cost.

Governing Law

Governing Law and Jurisdiction:This agreement shall be governed by and construed under English Law.In the event of any dispute between us, we shall first attempt to settle such a dispute in good faith, including by mediation. In the event that such a dispute cannot be resolved, it shall be decided by the Courts of England and Wales.

Hosting

If you buy hosting from SED, please also refer to the Hosting Terms & Conditions.

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