Wish Design – Alex Young 2 Quality Street, High Shincliffe, Durham DH1 2PP trading as Wish Design having its principal place of business at 2 Quality Street, High Shincliffe, Durham DH1 2PP, aforesaid
The Client - the entity which enters into a contract with Wish Design
Domain Name - the root address of a website, e.g. www.webaddress.com. All such names must be registered with the appropriate naming authority, which will usually charge a fee.
Link, Hyperlink - a 'clickable' link embedded on a web page which may take the form of a graphic or text.
Search Engine - a website which contains a directory of websites on the Internet enabling users to find websites by subject matter classification.
The Work - the subject matter of the contract between the Client and Wish Design.
A non refundable deposit of 40% of the total fee payable under the contract is due immediately upon commencement. The remaining 60% shall become due when the Work is completed to the reasonable satisfaction of the Client but subject to the terms of Clause 4.3 Approval of Work and Clause 4.4 Rejected Work hereof. Wish Design can not begin the Work until the said deposit has been paid in full. The fee quoted includes the cost of domain registration, hosting set up fee or hosting if applicable. WISH DESIGN agrees to pay for hosting of the site for a period of one year, commencing from the date of commencement of the contract.
Maintenance, if included in the contract, shall be on a month to month basis, with a minimum of £60 payable in any month where updating is necessary. Fees will be assessed on an hourly basis at £60 per hour or part thereof. No fee will be required in a month where no updating is necessary. Search engine re-submissions, other than the original submission included in the contract fee, shall be included in the maintenance fee.
WISH DESIGN can take no responsibility for services provided by third parties through us or otherwise, including the Hosting of the Client's Website, although WISH DESIGN will endeavour to ensure that Website downtime is kept to a minimum.
Wish Design takes no responsibility for the functionality or maintenance (unless a maintenance contract is in place) of the Website after the Work has been completed. Errors (both technical and typographical) attributable to Wish design will be corrected free of charge, but Wish Design reserves the right to charge a reasonable fee for correction of errors for which Wish Design is not responsible, including, but not limited to malicious modification of the Website by a third party and typographical errors contained in materials provided to Wish Design by the Client.
Installation on the Internet is limited to the uploading of all necessary files to the Host, and testing of functionality. Initial submission of the Website with Google, Yahoo and Bing will be undertaken.
Under no circumstances will Wish Design be responsible or liable for financial or other loss or damage caused by the failure or use or misuse of its software and website. The Client should ensure that data on their site is regularly backed up and that a contingency plan is in place to minimize possible losses as a result of software failure.
Proposals and offers are valid for a period of one month from the date issued. Wish Design is not bound to honour offers that have expired. Offers are not legally binding until an acceptable timetable for the work has been agreed by both parties. This timetable must be agreed within the month that the offer is valid. If an acceptable timetable has not been approved by both parties within one month of the offer being made, the offer is deemed to have expired.
Wish Design does not guarantee listings on Search Engines and the Client accepts that it is Search Engines and not Wish Design who determine whom they list and whom they will not. The Client further understands there is no guaranteed placement or rank on the Search Engines and that a new website may never even appear on Search Engines at all. Wish Design does not control Search Engines' algorithms and huge shifts can appear daily, weekly and even hourly.
Wish Design warrants completing the Work in accordance with its Standard Terms and Conditions to the specifications previously agreed with the Client. Wish Design will not charge more than the amount previously agreed unless the Client has varied the specifications of the Work since the agreement. Wish Design will not undertake changes to the specifications of the Work which would increase the cost, without prior written authorisation from the Client.
The Client is to supply all materials and information required for Wish Design to complete the Work in accordance with the agreed specification. Such materials may include, but are not limited to, photographs, written-copy, logos and other printed materials. Where the Client's failure to supply such materials leads to a delay in completion of the work, Wish Design has the right to extend previously agreed deadlines for the completion of the Work by a reasonable amount. Where the Client's failure to supply materials prevents progress on the Work for more than 21 days, Wish Design has the right to invoice the Client for any part or parts of the Work already completed.
On completion of the Work, the Client will be notified and have the opportunity to review it. The Client should notify Wish Design, in writing, of any unsatisfactory points within 7 days of receipt of such notification. Any of the Work which has not been reported in writing to Wish Design as unsatisfactory within the 7 day review period will be deemed to have been approved. Once approved, or deemed approved, work cannot subsequently be rejected, and the contract will be deemed to have been completed and the 60% balancing payment under Clause 2.1 Fee Payable will become due. The Contract will remain in effect until all obligations have been completed in terms of this Clause.
If the Client rejects the Work within the 7 day review period, or will not approve subsequent Work performed by Wish Design to remedy any points reported by the Client as unsatisfactory, and Wish Design considers that the Client is unreasonable in his/her repeated rejection of the Work, the contract will be deemed to have expired and Wish Design can take any legal measures to recover both payment for the completed Work and reasonable expenses incurred in recovering payment.
Upon completion of 7 day review period, Wish Design will invoice the Client for the 60% balancing payment in accordance with Clause 2.1 Fee Payable hereof, which, in the absence of agreement to the contrary, is to be paid by the Client within 14 days of the date that the invoice was issued.
If payment has not been received by the due date, Wish Design has the right to suspend ongoing work for Client, until such time that full payment of the outstanding balance has been received. If full payment has still not been received 7 days after the due date, Wish Design has the right to replace, modify or remove the Website and revoke the Client's licence of the Work until full payment has been received. By revoking the Client's licence of the Work or removing the web site from the Internet, Wish Design does not remove the Client's obligation to pay any outstanding monies owing.
Offers and proposals made by Wish Design to potential clients should be treated as trade secrets and remain the property of Wish Design. Such offers and proposals or the information contained within them must not be passed to third parties or publicly disseminated without prior written authorisation from Wish Design. This includes, but is not limited to, technical features, functionality, aspects of the design and pricing information.
The Client will obtain all the necessary permissions and authorities in respect of the use of all copy, graphic images, registered company logos, names and trademarks or any other material it supplies to Wish Design for inclusion on the Website. The conclusion of a contract between Wish Design and the Client shall be regarded as a guarantee by the Client to Wish Design that all such permissions and authorities have been obtained and that the inclusion of such material on the Website would not constitute a criminal offence or civil delict. By agreeing to these terms and conditions, the Client removes the legal responsibility of Wish Design and indemnifies the same from any claims or legal actions however related to the content of the Client's site.
Any Domain Name obtained will belong to the Client. The Client agrees to indemnify Wish Design, including any incidental costs, against any claims that a Domain Name applied for, or obtained, violates the intellectual property rights of a third party. The Client warrants that the domain name sought is not a trademark of a third party.
Once Wish Design has received full payment of all outstanding invoices and the Work has been approved by the Client in accordance with Clause 4.3 hereof, the Client will be granted a licence to use the Website and its contents.
Any code that is not freely accessible to third parties and not in the public domain, and to which Wish Design or their suppliers owns the copyright, may not be copied, published, distributed or passed to any third parties in any form without prior written consent from wish design. Unless previously agreed otherwise in writing, no modifications may be made by the Client or any third party to code to which Wish Design or their suppliers owns the copyright. Wish Design acknowledges the intellectual property rights of the Client. Information passed in written form to Wish Design, and that the Client has indicated is confidential or a trade secret, will not be published or made available in any other way to third parties without the prior written consent of the Client.
Wish Design reserves the right to refuse or break a contract without prior notice, if it is believed that the Client, their Website, or any material is illegal, immoral or otherwise unacceptable.
Wish Design will not be liable for breach of contract where that breach was due to software, hardware or electrical failure, natural events such as fire or other events beyond the control of Wish Design.
Wish Design reserves the right to use whoever it feels appropriate at the time for third party software and services, and to alter its prices as necessary without prior notice and without affecting existing contractual pricing agreements.
This Agreement shall be governed by the laws of the UK which shall claim venue and jurisdiction for any legal action or claim arising from the contract between Wish Design and the Client. The said contract is void where prohibited by law.
Where one or more terms of the said contract are held to be void or unenforceable for whatever reason, any other terms of the contract not so held will remain valid and enforceable at law.
These terms & conditions may change from time to time. Wish Design may change the Terms and Conditions from time to time, at any time without notice to the Client, by posting such changes on the Wish Design Web Site.
Standard Terms and Conditions v1.0 10th July 2008
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