(A) The Designer has expertise in web development, design, operation and maintenance;
(B) The Company wishes to appoint the Designer to design and develop the Company’s website in accordance with the Specification (all as respectively defined in this agreement);
(B) The Designer has agreed to accept this appointment on the terms and conditions of this agreement.
IT IS AGREED
1.1 In this agreement, unless the context otherwise requires, the following expressions shall have the following respective meanings:”Confidential Information” means all information of a confidential nature relating to the business of the disclosing party, including but not limited to trade secrets, drawings, know how, techniques, source code and object code, business and marketing plans and customer information but excludes information which is in the public domain or comes into the public domain other than as a result of a breach of this agreement or which was in the possession of the receiving party at the date of this agreement or which comes into the possession of the receiving party subsequently other than as a result of a breach of this agreement;
“Intellectual Property” means all intellectual property rights anywhere in the world, including but not limited to copyright, database rights, trade marks whether registered or unregistered, patents, designs together with any application for such rights;
“Plan” means the milestones and payment set out and agreed by the Designer and the Company, specifying the timetable for the delivery of the Services;
“Services” means the services to be provided by the Designer under this agreement or as agreed by the company;
“Specification” means the detailed specification for the Website set out by the Company and includes any agreed amendments; and
“Website” means the website of the Company to be designed and developed by the Designer pursuant to this agreement.
1.2 Words denoting the singular number shall include the plural and vice versa.
1.3 References to Clauses are to the clauses of this agreement.
1.4 The headings to the clauses are inserted for convenience only and shall not affect the interpretation of this agreement.
2.1 In consideration of the payment of the fees set out in the Plan, the Company appoints the Designer to design and develop the Website in accordance with the Specification and to provide the Services in accordance with the Plan.2.2 The Designer will implement for the Company the transfer and incorporation of any existing content of the Company onto the website.
3.1 The Company will make available to the Designer such access to the Company’s premises and hardware and software as the Designer reasonably requires.3.2 The Company will give such reasonable publicity and recognition to the Designer as the designer and developer of the Website as the Designer requests.
The Company will pay to the Designer a fee as set out in the Plan for the Services to be provided pursuant to this agreement.
The Company shall have the final decision on approval of all materials and content to be incorporated onto the Website.
6.1 Ownership of all Intellectual Property in the Content on the Website is and shall be vested in the Company.6.2 Ownership of Intellectual Property Rights of the Designer used in the creation of the Website shall remain with the Designer and the Designer hereby grants on the completion of the Services and the payment of all sums due to the Designer from the Company a perpetual non-exclusive licence to use such Intellectual Property Rights in connection with the Website.
7.1 The Designer shall ensure that it has sufficient suitably-qualified personnel to fulfil its obligations under this agreement and will notify the Company of the key individual who will lead the Designer’s team for this project.7.2 The Designer will immediately notify the Company if there is any change to its team for this project and will only change the key individual set out in Clause 7.1 with the prior approval of the Company.
8.1 The Designer will deliver the Services to the Company in accordance with the Specification and the Plan.8.2 The Designer will conduct testing of the Website prior to the Website going live in accordance with the Specification and to the reasonable satisfaction of the Company.
8.3 If the Website as tested does not comply with the Specification, the Company may by written notice to the Designer order the Designer to comply with this agreement and specifying a new date by which further tests must be completed, such date to be not less than 14 days later than the date provided for in the Plan.
8.4 If the Website thereafter still does not comply with the Specification, the Company may reject the Website and such rejection shall be deemed to constitute a termination of this agreement by the Designer.
If either the Company or the Designer wishes to make any change to the Specification or the Services or the Plan, it shall submit to the other a written request, setting out in detail the change requested and amendments to the payments in the Plan The other party shall respond within 5 working days of the receipt of the request indicating whether the change is accepted or not. If the change is rejected, the Specification, Services and Plan as the case may be shall remain unchanged. If the change is accepted, such shall be deemed to be amended accordingly.
10.1 The Designer warrants that the Services will be delivered in accordance with the Specification and the Plan and generally-accepted industry standards.10.2 The Company warrants that it is the owner of the Domain Name(s) to be used for the Website.
10.3 Each party agrees to indemnify the other fully on demand against all claims, costs, damages and proceedings arising out of or as a consequence of the first party’s unlawful or negligent act or omission and both parties shall maintain adequate insurance in that regard.
Each party agrees to keep the Confidential Information of the other absolutely secret and confidential.
12.1 Subject to Clause 12.2, this agreement shall continue for the duration contemplated by the Plan.12.2 Either party may terminate this agreement by written notice to terminate if the other either: commits a material breach of this agreement which is unremedied one month after a written notice of such breach; or if the other has a receiver, administrator or administrative receiver appointed over any of its assets has a petition presented for it to be wound up or is otherwise unable to pay its debts as they become due.
Any notice which either party is required to give under this agreement shall be in writing and shall be signed served for and on behalf of the party giving it. Any such notice shall be served by leaving it at or sending it by facsimile, e-mail or prepaid recorded delivery post to the address of the relevant party as notified from time-to-time by such party.
Nothing in this agreement shall be deemed to constitute a partnership or agency between the parties.
Neither party may assign its rights under this agreement without the prior written consent of the other, not to be unreasonably withheld or delayed.
Both parties shall do, execute and perform all such further deeds, documents, acts and things as the other may reasonably require in order to carry the provisions of this agreement into full force and effect.
Neither party shall be liable for any delay in the performance of its obligations under this agreement from any instance of force majeure, that is any cause beyond its reasonable control.
Neither party shall during the term of this agreement and for a period of 12 months thereafter whether directly or indirectly employ or seek to employ approach for such purpose any employee of the other.
This agreement constitutes the entire agreement between the parties relating to the subject matter and supersedes and cancels any previous agreement or arrangement between the Parties.
This agreement shall be governed by and construed according to English law and the Parties submit to the non-exclusive jurisdiction of the English Courts.