Web Design Terms & Conditions:
1) Definition of Terms.
XPOSURE: = Xposure Interactive
CLIENT =The Customer
HOST = Web Host Service Provider
QUANTITY: The maximum number of Web pages to be designed as stated.
AGREED FEE: Xposure Interactive’s fee (as stated on Xposure’s online order form)
CONTRACT = These Terms & Conditions.
QUANTITY = The maximum number of Web pages to be designed (as stated on Xposure’s online order form, or as agreed in writing).
The above named CLIENT is engaging XPOSURE, as an independent contractor for the specific project of developing and/or improving a World Wide Web site to be installed on the CLIENT’s Web space located on an HOST server. The CLIENT hereby authorises XPOSURE to access this HOST account, and authorises the HOST to provide XPOSURE with any necessary “write permission” for the CLIENT’s Web page directory, cgi-bin directory, and any other directories or programs that need to be accessed for this project. The CLIENT also authorises XPOSURE to publicise its completed Web site to Web engines, as well as other Web directories and indexes.
XPOSURE represents and warrants to the CLIENT that it has the ability to perform the services required by this CONTRACT; that it will perform said services in a professional, competent, and timely manner; that it has the power to enter into and perform this CONTRACT; and that its performance of this CONTRACT shall not infringe upon or violate the rights of any third party or violate any municipal 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 XPOSURE that it will provide CLIENT materials as required in a professional, competent, and timely manner; that it has the power to enter into this agreement on behalf of the CLIENT; and that its performance of this CONTRACT shall not infringe upon or violate the rights of any third party or violate any municipal law.
4) STANDARD WEB SITE PRODUCTS AND DOMAIN SERVICES
The standard Web site development as defined through XPOSURE is as follows:
Email/phone consultation. (Initial planning/development consultation is free.)
• Telephone long-distance charges are in addition to rates quoted. Additional consultation is at an hourly rate of £25.00
• Up to the QUANTITY of Web pages.
This will be as stated within the package ordered, or as stated in a custom design quotation.
• Text. Final text shall be supplied by the CLIENT. (250 words per page approximate maximum. Web pages with more than 250 words of text may be subject to additional fees for increased time.)
• Links. Up to an average of three external links per page, and 1 email form response link on 1 page, to any email address the CLIENT designates.
Quantity of Images:
This will be as stated within the package ordered, or as stated in a custom design quotation. Logo creation will be be subject to an additional charged.
• An extra charge will apply for custom graphics, and scanning services, photography and graphic design and modification.
• Animations are not included; an extra charge will apply if animations, scrolling or moving text, or images are required.
• Installation of Web pages on the CLIENT’s HOST server
• A maximum of two revisions to the draft Web site will be included at no extra cost to create the look and feel that is desired. Further revisions will be charged at the normal hourly rate of £25.00
• Domain registration and hosting service and client editor (Content Management System):
• Domain Registration: Should the CLIENT wish to use XPOSURE’s domain registration service, the CLIENT must order this through XPOSURE’s website, and agree to the current terms and conditions stated.
• Web Hosting: Should the CLIENT wish to use XPOSURE’s web hosting services, the CLIENT must order this through XPOSURE’s website, and agree to the current terms and conditions stated.
• Client Editor (Content Management System): Should the CLIENT wish to use XPOSURE’s “Client Editor” (Content Management System) services, the CLIENT must order this through XPOSURE’s website, and agree to the current fee(s) and terms and conditions stated.
XPOSURE will execute this Web site design as specified by the CLIENT requirements as terms of this CONTRACT and incorporated in this CONTRACT. Unless specified otherwise in any additional written ATTACHMENT, this Web site includes up to the maximum QUANTITY web pages for the AGREED FEE as stated on XPOSURE’s online order form.
In case the CLIENT desires additional standard Web pages beyond the original maximum QUANTITY specified, the CLIENT agrees to pay XPOSURE an additional fee per page, the fee will be the current cost as stated on the Xposure Website. Animations, scrolling or moving text or images are charged additionally at £50.00 each.
This CONTRACT does not include XPOSURE’s maintenance contract. Web page maintenance will be the responsibility of the CLIENT. If a maintenance service agreement is entered into between XPOSURE and the CLIENT, it will be contained within its own contract and not connected to this CONTRACT.
All services agreed to in this CONTRACT shall be payable by debit/credit card via Paypal, or by bank transfer in British pounds. Any payment made by paypal may be subject to a small additional charge.
8) PAYMENT TERMS
The total AGREED FEE must be paid in full, in advance to commence work. The site will then be put online on a draft directory of the CLIENT’s HOST for the CLIENT’s viewing. During this proofing stage, typographical errors, design changes and other corrections will be made according to the instructions of the CLIENT.
ALL AGREED FEE’s must be paid in full before the site will be moved to the main directory of the CLIENT’s HOST
9) COMPLETION DATE
XPOSURE and The CLIENT must work together to complete the Web site in a timely manner. Much of this depends on receiving the appropriate images and text from the CLIENT. We agree to work expeditiously to complete the Website in a professional and timely fashion.
10) ASSIGNMENT OF PROJECT
XPOSURE reserves the right to assign subcontractors to this project to ensure the right fit for the job as well as on-time completion. XPOSURE will be responsible for the final results of the project.
11) ADDITIONAL EXPENSES
The CLIENT agrees to reimburse XPOSURE for any additional expenses necessary for the completion of the work. Examples would be (but not limited to) the purchase of special fonts, stock or additional photography, etc.
12) ADDITIONAL SERVICES
Any revisions, additions or redesign the CLIENT wishes XPOSURE to perform not specified in this CONTRACT shall be considered “additional” and will require a separate Agreement and payment.
13) COPYRIGHTS AND TRADEMARKS
The CLIENT represents to XPOSURE and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to XPOSURE for inclusion in 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 XPOSURE and its subcontractors from any claim or suit arising from the use of such elements furnished by the CLIENT.
The CLIENT certifies that he or she is at least eighteen years of age.
15) 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 materials 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 advocating illegal activity, and any infringement of privacy or libel.
The CLIENT herby agrees to indemnify and hold harmless XPOSURE from any claim resulting from the CLIENTS publication of material or use of those materials. The CLIENT hereby agrees to indemnify and hold harmless XPOSURE in any claim resulting from submission of illegal materials.
Under no circumstances, including negligence, shall XPOSURE, its offices, agents, or anyone else involved in creating, producing, or distributing its services, be liable for any direct, indirect, incidental, special, or consequential damages that result from the use of or inability to use XPOSURE’s services; or that result from mistakes, omissions, interruptions, deletion, or loss of files or data, errors, defects, delays in operation, or of performance, whether or not limited to acts of God, communication failure, theft, destruction, or unauthorised access to XPOSURE’s records, programs, or services. The CLIENT maintains sole responsibility for data backups and restoration. The CLIENT hereby acknowledges that this paragraph shall apply to all content on XPOSURE’s services.
Notwithstanding the above, the Client’s exclusive remedies for all damages, losses and causes of actions whether in CONTRACT, tort including negligence, or otherwise, shall not exceed the aggregate pound amount that the CLIENT paid during the term of this CONTRACT and any reasonable solicitor’s fee and court costs.
The CLIENT agrees that it shall defend, indemnify, save, and hold XPOSURE harmless from any and all demands, liabilities, losses, costs, and claims, including reasonable solicitor’s fees (Liabilities) asserted against XPOSURE, its agents, clients, servants, officers, and employees, that may arise or result from any service provided or performed or agreed to perform or any product sold by the CLIENT, its agents, employees or assigns. The CLIENT agrees to defend, indemnify, and hold harmless XPOSURE against liabilities arising out of any injury to person or property caused by any products or services sold or otherwise distributed in connection with XPOSURE’s service, any material supplied by the CLIENT infringing on the proprietary rights of a third party, copyright infringement, and any defective product which the CLIENT has sold from the web site XPOSURE has designed.
17) LAWS AFFECTING ELECTRONIC COMMERCE
The CLIENT agrees that the CLIENT is solely responsible for complying with such laws, taxes and tariffs, and will hold harmless, protect and defend XPOSURE and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the CLIENT’s use of Internet electronic commerce.
18) COPYRIGHT TO WEB PAGES
Copyright to the finished, assembled work of Web pages produced by XPOSURE is owned by XPOSURE. Upon final payment of this CONTRACT, the CLIENT is assigned rights to use as a Web site the design, graphics, and text contained in the finished, assembled Web site. Rights to photos, graphics, source code, workup files, and computer programs are specifically not transferred to the CLIENT, and remain the property of their respective owners. XPOSURE and its subcontractors retain the right to display graphics, links, and other Web design elements as examples of their work in their respective portfolios.
19) AUTHORSHIP CREDIT
The CLIENT agrees that XPOSURE may include a by-line, and/or graphic, and link on the bottom of the CLIENT’s web page(s) establishing authorship credit. XPOSURE can remove this at anytime.
20) NON DISCLOSURE
XPOSURE, its employees, and subcontractors agree that, except as directed by the CLIENT, it will not at any time during or after the term of this CONTACT disclose any confidential information to any person whatsoever.
In the event that work is postponed or cancelled at the request of the CLIENT by registered letter, XPOSURE shall have the right to bill pro rata for work completed through the date of request, whilst reserving all rights under this CONTRACT. If additional payment is due, this shall be payable within thirty days of the CLIENT’s notification to stop work. In the event of cancellation, the CLIENT shall also pay any expenses incurred by XPOSURE, and XPOSURE shall own all the rights to the work.
The CLIENT shall assume responsibility for all collection of legal fees necessitated by default in payment.
22) Legal jurisdiction
This CONTRACT is exclusively governed by English law and by ordering services from XPOSURE the CLIENT submit to the exclusive jurisdiction of the English courts. The CLIENT all legal fees, any court costs and solicitors fees on any award or judgement in favour of XPOSURE.
23) PAYMENT OF FEES
Invoices are due upon receipt and the CLIENT agrees to make all payments promptly.
Delinquent invoices will incur a five percent (5%) charge if payment is not received within ten days of the due date. If an amount remains delinquent thirty days after its due date, an additional ten percent (10%) penalty will be added for each month delinquency. XPOSURE reserves the right to remove Web pages from viewing on the internet until final payment is made. In case collection proves necessary, the CLIENT agrees to pay all fees incurred by that process. This CONTRACT becomes effective when the CLIENT orders any web design service with XPOSURE. The CLIENT agrees that for the purposes of location, this CONTRACT was entered into in England, United Kingdom and any dispute will be litigated or arbitrated in Worthing, West Sussex, England, UK.
24) ENTIRE UNDERSTANDING
This CONTRACT and any additional written ATTACHMENT(s) constitute the sole agreement between XPOSURE and the CLIENT regarding its Web Design Service. It becomes effective when the CLIENT orders web design services with XPOSURE. This CONTRACT shall be governed and construed in accordance with the laws of England.