“Project X”, “Project X Development”, “We” or “Us” means Project X Development Limited of 4 Stirling Court Yard, Stirling Way, Borehamwood, Hertfordshire. WD6 2FX.
“Client” or “You” means any individual, company, partnership, organisation or body requesting the services of Project X Development.
“Agreement” means the contract between Project X Development and the client to which these conditions will apply.
“Order” means confirmation by the client of their acceptance of the quotation given by Project X Development.
The client’s request for work to commence shall be deemed a contractual agreement between the client and Project X Development. Project X Development will carry out work only where an agreement is provided either by email, telephone or mail. Project X Development will carry out work only for clients who are 18 years of age or above. An ‘order’ is deemed to be a written or verbal contract between Project X Development and the client; this includes telephone and email agreements.
The price quoted by Project X Development to the client is for the work specifically agreed on the quotation only. Should the client decide that changes are required after work on the website has commenced, these changes must be agreed. Any additional costs will also need to be agreed prior to the work being started. Unless otherwise agreed any quotation provided will be valid for 30 days from the date of issue.
We will agree a detailed project scope prior to the commencement of any work or acceptance of contracts. This scope will form the basis of the agreed deliverables that our quotation will be based upon and we reserve the right to offer a separate estimate for any subsequent design changes or new functionality.
You agree that regardless of the number of individuals involved in the project, one individual will be appointed to have ultimate responsibility for approval of the deliverables we will create.
You also agree that this one individual must be directly involved in the entire project and must participate in significant events during the project lifecycle, including initial discovery meeting(s), design presentation(s), and any planning meetings.
Design concepts can include site mock ups, graphics and design proposals. The client agrees that (unless specifically agreed otherwise) only one concept will be provided by Project X Development. The client should ensure that they have provided as much information as possible pertaining to colour schemes, artwork and design requirements before any work is undertaken.
Note: Design concepts and associated graphics remain the property of Project X Development unless otherwise agreed.
During the project scope we’ll agree what content will be added by us to your website prior to launch and you agree to supply us with all the relevant, properly formatted content for your website, which may include, but is not limited to copy text, e-commerce product details, articles (posts), images, logo’s, event listings, video links and audio files required to complete the site to the agreed standard and within the set deadline.
Project X Development will not be liable for costs incurred, compensation or loss of earnings due to the failure to meet agreed deadlines.
Unless otherwise agreed we’re not responsible for creating or inputting content once the website has gone live. We provide professional content marketing, design, photography, copywriting and editorial services, so if you’d like us to create or input content for you, we can provide a separate estimate for that.
Graphics and media
You should supply graphic files in an editable, vector digital format. You should supply photographs in a high-resolution digital format. If you choose to buy stock photographs, we can suggest stock libraries. If you’d like us to search for photographs for you, or arrange for a photographer we can provide a separate estimate for that.
You agree to follow a process of defined stage approval as set out in paragraphs (A), (B), (C) below. This helps to ensure we stay in regular contact and that we can move through the design and development process together without any unexpected surprises.
(A) Visual design, site structure and content layout approval
Based on the agreed project specification we will create a visual design and layout for your website, this will include any graphics, site navigation and layout of content, if the actual content is not available for any reason you agree to let use sample text and images in its place. This stage also applies for any design elements such as Logos or Print Material.
Note: Design concepts and associated graphics remain the property of Project X unless otherwise agreed.
(B) Functional testing
Once we have received your approval for the visual design and content layout we will begin to develop or ‘code’ the website. Here we will be creating the functionality that brings your website to life. You’ll be provided the opportunity to test all the agreed functionality on a demonstration website and we’ll ask you to confirm that everything is functioning as expected or to provide us with a written list of defects.
You agree to provide formal acceptance of the website and confirm that it’s ready for launch. We will then send you our final development invoice for payment, transfer any agreed visual assets to you, for example, a logo and confirm the launch date.
Approval and revisions
We ask that you take the time to consider any revisions that you may want to make during the design process and you agree to send them to us in writing no more than ten working days from the date the request for approval is made. We agree to promptly discuss any proposed revisions with you and any actions that need to be carried out to implement such revisions, providing they are within the agreed scope of the project schedule.
In the event that a request for approval is made and you fail to respond within ten working days to approve or reject the request, outlining all revisions, we will consider the deliverables to be approved.
You accept that any time taken in responding to requests, approving stages, requesting revisions or implementing alterations may have an impact on the estimated delivery date and as such, agree to treat such a date as guide and will impose no penalty of any kind for delays incurred.
Unless otherwise agreed we allow for a maximum of two design iterations based on the agreed design concept during stage (A) above. Each iteration consists of a request for approval from us and either the formal acceptance of the work or a written list of minor revisions from yourselves.
If, at any point, you change your mind about what you want to be delivered and are not happy with the direction our work is taking (after permitting us reasonable opportunity to perform any reasonable revisions requested by you or to remedy any deficiencies identified through the defined stage approval process), you’ll pay us in full for the time we’ve spent working with you until that point and terminate this contract.
We understand that as the project progresses we may both have new ideas and want to suggest alterations to the design, layout, functionality or content. We are happy to facilitate this within reason, however, once the design has been formally accepted at stage (A) below, or the maximum number of agreed iterations has been reached at stage (A) below, any further alterations will be at our discretion and we reserve the right to offer a separate estimate for any subsequent design changes or new functionality.
All content uploaded to, or displayed on your website must conform to UK law. It is your sole legal responsibility to ensure that this material does not infringe any copyright.
You guarantee that all elements of text, images, audio, video or other artwork you provide are either owned by you, or that you’ve legal permission to use them. Project X Development reserves the right to refuse any material of a copyrighted nature as website content unless adequate proof is given of permission to use this material.
The client agrees to defend, indemnify, and hold Project X Development harmless against claims against material added to a clients website at any time which infringes or allegedly infringes on the proprietary rights, legal and/or civil rights of any third party.
Intellectual property rights (IPR)
When your final payment has cleared, IPR and copyright will be automatically assigned as follows:
Any scripts, applications, PHP scripts, or software written by Project X Development remain the copyright of Project X Development (unless an alternative arrangement has been agreed prior to the contractual agreement) and may only be commercially reproduced or resold with the permission of Project X Development.
You’ll own the visual elements that we create for this project. We’ll give you source files and finished files and you should keep them somewhere safe as we’re not required to keep a copy. You own all elements of text, images and data you provided, unless someone else owns them.
We’ll own the unique combination of these elements that constitutes a complete design and we’ll license that you, exclusively and in perpetuity for this project only, unless we agree otherwise.
Displaying our work
We reserve the right, with your permission, to display and link to your project as part of our portfolio and to write about it on websites, in magazine articles and in books.
You agree that the purchase, payment and renewal of any domain names is solely your responsibility.
You agree that the renewal of any SSL Certificate is your sole responsibility and failure to do so will mean that the certificate will no longer be valid.
Search engine optimisation (SEO)
Project X Development don’t guarantee improvements to your website’s search engine ranking, but we will make the web pages we develop search engine friendly. Project X Development shall not be responsible for URLs dropped or excluded by a search engine for any reason.
Websites will be handed over as a fully functioning, completed work. Unless a support contract has been arranged, Project X Development is not responsible for support.
Support can be provided upon request for an agreed fee. Websites are offered as a single contract and no guarantee of the availability or compatibility (including rendering compatibility with future browsers or future versions of existing browsers) from Project X Development is offered unless an ongoing support package has been agreed.
If you or a third party of your choosing wish to edit the website code or to make updates or changes then you agree to assume sole responsibility for any issues which occur as a result of any alterations and we reserve the right to quote for work to repair the website or to cancel any support and maintenance agreements that we have in place, thus accepting no further responsibility for your website following such changing by you or a third party.
Website security or malicious activity
Project X Development cannot accept responsibility if your website is “hacked” or subjected to malicious activity of any kind by a third party. You accept that if your website is hacked, it’s not our fault. If a support contract has been arranged we will make all reasonable efforts to restore your website to its original functionality following such an event but we are not responsible for any damages, losses or actions that may occur to you or any third party.
We are not required to keep copies of your content or data and you agree that it is your sole responsibility to maintain a backup of any data, images, articles, videos or other content that you post, generate or collect via the website.
E-commerce, accessibility and other regulatory compliance
Project X Development develops websites in accordance with the client’s specifications. It is your responsibility to ensure that the website and its content comply with current online trading laws and regulations. Project X Development cannot accept responsibility for any failure to comply with laws and regulations related to accessibility, selling online or those related to a specific business or trade. Research can be undertaken on the client’s behalf upon request, but in any business where complex compliance issues may exist it is recommended that the client takes legal advice.
Third party services
Some of the services we provide may require us to interact with third party organisations on your behalf, for example, but not limited to, e-commerce payment processing companies such as PayPal, social media accounts, email service providers, such as Mail Chimp & Gmail or website hosting providers.
You agree that the operation and ownership of any third-party accounts is your sole responsibility, even if you provide us access to these accounts for the purpose of setup, support or administration. You understand that the service provider is a third party, so no guarantees can be made as to the availability or interruption of their services by us. We cannot accept liability for losses caused by the unavailability, malfunction, interruption or termination of these services, or for loss of turnover, sales, revenue, profits, data or indirect, consequential or special loss for any reasons whatsoever.
Loss of service
If we have a support agreement in place we may from time to time perform routine maintenance and upgrades. We will endeavour to act on such instances at the most convenient times and provide reasonable notice by any means we deem satisfactory.
Your website may experience outages beyond our control caused by any of the following; force majeure (any ‘act of god’ including those induced by negative human activities), war, invasion, act of hostilities, civil war, rebellion, military power or confiscation, terrorist activities, nationalism, governmental/quasi-governmental sanction, restraint, embargo, prohibition or intervention, blockage, labour dispute, general strike, lockout or failure of utilities (electricity, telephone, etc), failure of hardware (our hardware as well as third party), failure of software, failed software or hardware upgrade or any other failure as caused by Project X development Limited or any third party.
We cannot accept liability for losses caused by the unavailability, malfunction, interruption or termination of these services, or for loss of turnover, sales, revenue, profits, data or indirect, consequential or special loss for any reasons whatsoever.
Travel time and expenses
Travelling time to and from customer premises or other meeting places is not generally included in any quotations or estimates. Project X Development reserves the right to make a charge for travelling time at our current hourly rate.
A deposit will be required from any new client before any work is carried out. If Project X Development undertake a project which is large or deemed to be of significant duration then interim payments may be required at agreed milestones within the project.
We issue invoices electronically. Our payment terms are 7 days from the date of invoice by BACS or the SWIFT international payments system. All proposals are quoted in Sterling and payments will be made at the equivalent conversion rate at the date the transfer is made. You agree to pay all charges associated with international transfers of funds. If a cheque is returned by the bank as unpaid for any reason, the client will be liable for an additional administration fee of £40.
Invoices for any remaining balance are only issued on completion of all deliverables as agreed to in the Project Scope. Project X Development reserves the right not to launch a website until full payment has been received.
Project X Development reserves the right, in its sole discretion, to deactivate hosting services for clients with unsettled accounts. When this occurs an additional minimum charge of £60 will be required to have the site restored.
After work on a website commences any fees paid are not refundable.
Should the client wish to cancel at any point during the project they shall remain liable for the work that has taken place and shall be invoiced accordingly. There are no exceptions to this, i.e. if the client decides they no longer want the site, as they have commissioned the work (whether a deposit has been paid or not) they are still obliged to pay for the work that has been done up to the point of cancellation.
You agree to test fully any application or programming relating to a website developed by Project X Development before it is made generally available for use. Where “bugs”, errors or other issues are found after the website is live, Project X Development will endeavour (but is not obliged to) to correct these issues to meet the standards of function outlined in the project scope.
Project X Development cannot take responsibility for any losses incurred by the use of any software created for the client. Whilst every care is taken to ensure products are problem free and accurate, the ultimate responsibility lies with the client to ensure that all software is functioning correctly before launch and during use.
Should Project X Development waive any of these terms on an individual basis, this shall not affect the validity of remaining clauses or commit Project X Development to waive the same clause on any other occasion. By agreeing to these terms and conditions your statutory rights are not affected.
This Agreement shall be governed by English Law.
Changes to this policy
Project X Development reserves the right to change or modify any of these Terms & Conditions at any time. We will post any changes to this policy on our website, should clarification of any of the above be required please contact us at: firstname.lastname@example.org