Terms and Conditions
This Website Design Agreement (“Agreement”) is to govern the work undertaken by us (“Jack in the Net”) on behalf of you (“Client”), being any person or organisation to employ our services for web development and design of a website (“Site”) or any other services we offer.
1) Evaluation and Acceptance
As Jack in the Net completes each stage of the project, Jack in the Net will submit the completed materials to Client for approval. Client will have 14 business days to approve the completed materials or provide corrections and comments. Jack in the Net will have 14 business days after receiving Client’s comments and corrections to submit a revised version of the materials to Client. Client will review the revised version within 14 business days of receipt and either approve the corrected version or make further changes. If Client fails to provide approval or comments during any of the approval periods, those materials will be considered to be approved. If Client terminates this Agreement under any provision, Jack in the Net shall be entitled to compensation on a time and materials basis at an hourly rate of £75/hr plus expenses to the date of termination. If the client terminates the agreement before any work has been carried out, but Jack in the Net has been prevented from accepting or undertaking other work due to this agreement and intended work on behalf of the Client, then Jack in the Net shall be entitled to compensation at a rate of £225/per-day plus expenses to the date of termination. Jack in the Net shall submit an invoice detailing its time and expenses. If the invoice amount is less than the amounts paid to Jack in the Net prior to termination, Jack in the Net shall return the excess to Client within 14 business days. If the invoice amount exceeds the amounts paid to Jack in the Net prior to termination, Client shall pay Jack in the Net the difference within 14 business days of the date of the invoice.
2) Changes in Project Scope
If Client wishes to implement revisions after Client has already accepted Jack in the Net’s work product following completion of any stage of development, Client shall submit to Jack in the Net a written proposal specifying the desired changes. Jack in the Net will evaluate each such proposal at its standard rates and charges. Jack in the Net shall submit to Client a written response to each such proposal within 10 working days following receipt. Jack in the Net’s written response shall include a statement of the availability of Jack in the Net’s personnel and resources, as well as any impact the proposed changes will have on the contract price, delivery dates, or warranty provisions of this Agreement. Client shall have 10 business days from receipt of Jack in the Net’s response to its proposal to accept or reject it in writing; if this waiting time prevents Jack in the Net from continuing work upon the Client’s site then Jack in the Net is not responsible for a delay in completion date. If Client accepts Jack in the Net’s response, Jack in the Net shall draft a written Contract Amendment Agreement to reflect the desired changes and acknowledge any effect of such changes on the provisions of this Agreement. Jack in the Net shall commence work on the desired changes once the Contract Amendment Agreement is signed by authorised representatives of Client and Jack in the Net. Should Client reject Jack in the Net’s response to its proposal, Client will so notify Jack in the Net within 10 working days of Client’s receipt of the response. Jack in the Net will not be obligated to perform any services beyond those called for in this original Agreement.
3) Website Credits and Links
Jack in the Net may take the following actions: Jack in the Net can state on the Site that Jack in the Net developed the Site. This will be stated discreetly in site footer and include follow hypertext links on Client’s Site to Jack in the Net’s website. Jack in the Net can place links on Jack in the Net’s website to Client’s Site as an example of Jack in the Net’s services. The Client will not misappropriate any of Jack in the Net’s work, and will not remove any credits or links. If future work is undertaken on the Client’s site by another developer they must clearly define their portion of work, and not attribute it to Jack in the Net, nor must they appear to claim credit for any part of Jack in the Net’s work either through deliberate action or through indirect or unclear statement of work.
4) Intellectual Property Infringement
Jack in the Net warrants that Jack in the Net will not knowingly infringe on the copyright or trade secrets of any third party in performing services under this Agreement. To the extent any material used by Jack in the Net contains matter proprietary to a third party, Jack in the Net shall obtain a license from the owner permitting the use of such matter and granting Jack in the Net the right to sublicense its use. Jack in the Net will not knowingly infringe upon any existing patents of third parties in the performance of services required by this Agreement Client represents and warrants to Jack in the Net as follows: Client has the authority to enter into and perform its obligations under this Agreement; Client has or will obtain all necessary and appropriate rights and licenses to grant the license to Jack in the Net to use Client Content for the Site; and Client has or will obtain any authorisations necessary for hypertext links from the Site to any other third-party websites. Client will indemnify Jack in the Net from any claims resulting in losses, damages, liabilities, costs, charges, and expenses, including reasonable attorney fees, arising out of any breach of any of Client’s representations and warranties contained in this Agreement. For such indemnification to be effective, however, Jack in the Net must provide Client such reasonable cooperation and assistance as Client may request in the defence of such suit. Client will have sole control over any such suit or proceeding.
For all works under £1,500 payment is required in full before work commences. For other works of higher cost, a 33% deposit shall be paid before work commences, 33% shall be paid upon approval of the mockups, and the remaining balance shall be paid within 14 calendar days of the completion of services. Should the Client fail to pay Jack in the Net the full amount specified in any invoice within 14 calendar days of the invoice’s date, interest of 10 percent per annum shall accrue from the 14th calendar day following the invoice’s date.
During the term of this Agreement and afterwards, Jack in the Net will use reasonable care to prevent the unauthorised use or dissemination of Client’s confidential information. Reasonable care means at least the same degree of care Jack in the Net uses to protect its own confidential information from unauthorised disclosure. Confidential information is limited to information clearly marked as confidential, or disclosed orally that is treated as confidential when disclosed and summarised and identified as confidential in a writing delivered to Jack in the Net within 15 days of disclosure. Confidential information does not include information that: Jack in the Net knew before Client disclosed it; is or becomes public knowledge through no fault of Jack in the Net; Jack in the Net obtains from sources other than Client who owe no duty of confidentiality to Client; or Jack in the Net develops independently.
7) Termination of Agreement
Each party shall have the right to terminate this Agreement by written notice to the other if a party has materially breached any obligation herein and such breach remains uncured for a period of 30 days after written notice of such breach is sent to the other party.
8) Applicable Law
This Agreement will be governed by the laws of England, in the county of Dorset. If any part of this agreement is found by a court within this jurisdiction to be unenforceable, then that part of the agreement may be changed to become enforceable whilst retaining its original purpose to the fullest extent allowable by law. The Client agrees that for any legal dispute that results in Jack in the Net’s favour, the Client will pay all costs and legal expenses incurred by Jack in the Net in relation to the dispute.