Standard Terms of Business


The following terms and conditions are agreed between the Parties for the development of a website.

Once this document (the “Terms”) is signed, (the “Website”) shall be developed by Blackpool Webmasters (the “Developer”) for (the “Client”) in accordance with the specification agreed in writing (the “Works”) between the Parties.

1. DEFINITION OF TERMS

1.1

The Parties

The entities (The “Developer” and the “Client”) which enter into a contract, who are in agreement for certain services in connection with a website and it's listing on the Internet.

1.2

The Developer

Commonly known as Gav, trading as BLACKPOOL WEBMASTERS, having a principal place of business at 14 Washington Avenue, Bispham, Blackpool, FY2 0QB, aforesaid.

1.3

The Client

The entity which enters into a contract with BLACKPOOL WEBMASTERS.

1.4

The Works

The project specifications and subject matter of the contract between the Client and BLACKPOOL WEBMASTERS.

1.5

The Website

A collection of web pages and associated code which forms an integrated presence.

1.6

Domain Name

The root address of a website, e.g. www.yourbusinessname.com. All such names will be registered with the appropriate naming authority, the fee of which is paid by BLACKPOOL WEBMASTERS.

1.7

Host

The company on whose system the Website physically resides.

1.8

Search Engine

A website which contains a directory of websites on the Internet enabling users to find websites by subject matter classification.

1.9

Optimisation

Processes and techniques that help websites rank better in the major search engines for target specific keywords, phrases and locations. Known as SEO or Internet Marketing.

2. FEES

2.1

Fee Payable (Website Design)

A non refundable deposit of 50% of the total web design fee payable under the contract is due immediately upon the signing of the contract. The remaining 50% shall become due when the Work is completed to the reasonable satisfaction of the Client but subject to the terms of Clause 4.4 Approval of Work and Clause 4.5 Rejected Work hereof. BLACKPOOL WEBMASTERS reserves the right not to begin the Work until the said deposit has been paid in full. The fee quoted in the contract is inclusive of the cost of domain registration, hosting set up fee and hosting.

2.2

Fee Payable (Search Engine Optimisation)

A non refundable deposit of £200 of the total SEO fee payable under the contract is due immediately upon the signing of the contract. The remaining amount shall be divided into monthly payments and become due from month 2 and continue each month for the length of the campaign/contract until the final month when a final settling payment will be paid. BLACKPOOL WEBMASTERS reserves the right not to begin the Work until the said deposit has been paid in full. The fee quoted in the contract does not include any paid advertising costs or other costly internet marketing schemes such as pay-per-click initiatives etc.

3. DISCLAIMERS

3.1

Third Parties

BLACKPOOL WEBMASTERS can take no responsibility for services provided by third parties through us or otherwise, including the Hosting of the Client's Website, although BLACKPOOL WEBMASTERS will endeavour to ensure that Website downtime is kept to a minimum.

3.2

Maintenance and Correction of Errors

BLACKPOOL WEBMASTERS 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 BLACKPOOL WEBMASTERS will be corrected free of charge, but BLACKPOOL WEBMASTERS reserves the right to charge a reasonable fee for correction of errors for which BLACKPOOL WEBMASTERS 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 BLACKPOOL WEBMASTERS by the Client.

3.3

Extent of Work

Installation on the Internet is limited to the uploading of all necessary files to the Host, and testing of functionality. No registration of the Website with Search Engines will be undertaken unless otherwise agreed with the Client.

3.4

Design Standards & Practice

BLACKPOOL WEBMASTERS endeavours to ensure the site can be viewed across a spectrum of available World Wide Web platforms or viewers. We are currently designing sites to a Responsive specification to be viewed best through the browser Google Chrome, running within a Microsoft Windows platform on a Pentium powered Personal Computer, and for mobile displays on compatible Android tablets and smartphones, and do not warrant the site will be fully functional within any other combination of viewer or operating system. BLACKPOOL WEBMASTERS carry out design in accordance with a combination of criteria including World Wide Web Consortium (W3C) Standards, Browser manufacturers published data, Good/Common Practice and it is understood that BLACKPOOL WEBMASTERS design is liable to alteration to reflect changes in such standards and practice.

3.5

Consequential Loss

Under no circumstances will BLACKPOOL WEBMASTERS be responsible or liable for financial or other loss or damage caused by the failure or use or misuse of its software. 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.

3.6

Status and Duration of Offers

Proposals and offers are valid for a period of one month from the date issued. BLACKPOOL WEBMASTERS 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.

3.7

Search Engine Listings

BLACKPOOL WEBMASTERS does not guarantee listings on Search Engines and the Client accepts that it is Search Engines and not BLACKPOOL WEBMASTERS 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. BLACKPOOL WEBMASTERS does not control Search Engines’ algorithms and huge shifts can appear daily, weekly and even hourly.

4. COMPLETION OF WORK AND PAYMENT

4.1

Draft Design

The first stage of website design is creating a 1 page draft site emphasising the actual design, layout and colour schemes etc. BLACKPOOL WEBMASTERS will upload the draft site to a live test server, e.g. www.yourwebsite.blackpoolwebmasters.com and will notify the client, who will then have 7 days to review and proof the site in writing to BLACKPOOL WEBMASTERS. The client will act in good faith and can request and/or suggest any modifications/alterations to me made. Any of the Work within the draft design which has not been reported in writing to BLACKPOOL WEBMASTERS as unsatisfactory within the 7 day review/proof period will be deemed to have been proofed. Once the client has proofed the draft site, or been deemed proofed, the design will be rolled out into all subsequent pages of the full website and cannot be changed, unless an agreement in writing with BLACKPOOL WEBMASTERS can be arranged at a negotiated fee (usually £30 per hour).

4.2

Completion of Work

BLACKPOOL WEBMASTERS warrants completing the Work in accordance with its Standard Terms and Conditions to the specifications previously agreed with the Client. BLACKPOOL WEBMASTERS will not charge more than the amount previously agreed unless the Client has varied the specifications of the Work since the agreement. BLACKPOOL WEBMASTERS will not undertake changes to the specifications of the Work which would increase the cost, without prior written authorisation from the Client.

4.3

Supply of Materials

The Client is to supply all materials and information required for BLACKPOOL WEBMASTERS 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, BLACKPOOL WEBMASTERS 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, BLACKPOOL WEBMASTERS has the right to invoice the Client for any part or parts of the Work already completed.

4.4

Approval of Work

On completion of the Work, the Client will be notified and have the opportunity to review it. The Client should notify BLACKPOOL WEBMASTERS, 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 BLACKPOOL WEBMASTERS 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 remaining 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.

4.5

Rejected Work

If the Client rejects the Work within the 7 day review period, or will not approve subsequent Work performed by BLACKPOOL WEBMASTERS to remedy any points reported by the Client as unsatisfactory, and BLACKPOOL WEBMASTERS considers that the Client is unreasonable in his repeated rejection of the Work, the contract will be deemed to have expired and BLACKPOOL WEBMASTERS can take any legal measures to recover both payment for the completed Work and reasonable expenses incurred in recovering payment.

4.6

Payments

Upon completion of 7 day review period, BLACKPOOL WEBMASTERS will invoice the Client for the 50% 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 21 days of the date that the invoice was issued.

4.7

Remedies for Overdue Payments

If payment has not been received by the due date, BLACKPOOL WEBMASTERS 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 21 days after the due date, BLACKPOOL WEBMASTERS 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, BLACKPOOL WEBMASTERS does not remove the Client's obligation to pay any outstanding monies owing.

5. INTELLECTUAL PROPERTY

5.1

Offers and Proposals

Offers and proposals made by BLACKPOOL WEBMASTERS to potential clients should be treated as trade secrets and remain the property of BLACKPOOL WEBMASTERS. Such offers and proposals or the information contained within them must not be passed to third parties or publicly disseminated without prior written authorization from BLACKPOOL WEBMASTERS. This includes, but is not limited to, trade secrets, technical features, functionality, aspects of the design and pricing information.

5.2

Warranty by Client as to Ownership of Intellectual Property Rights

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 BLACKPOOL WEBMASTERS for inclusion on the Website. The conclusion of a contract between BLACKPOOL WEBMASTERS and the Client shall be regarded as a guarantee by the Client to BLACKPOOL WEBMASTERS 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 BLACKPOOL WEBMASTERS and indemnifies the same from any claims or legal actions however related to the content of the Client's site.

5.3

Domain Name

Any Domain Name obtained will belong to the Client. The Client agrees to indemnify BLACKPOOL WEBMASTERS, 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.

5.4

Licensing

Once BLACKPOOL WEBMASTERS 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.

5.5

Website Ownership

BLACKPOOL WEBMASTERS will continue to hold ownership of all source files and images used to create the clients website, and under no circumstances will we be able to provide the client or any third party with these files unless a pre arranged agreement has been made between the client and BLACKPOOL WEBMASTERS. In order to hold a copyright of your website we will require a £250 copyright fee, we will then provide you with the source code and images used on your site on a CD. After an agreement has been made and you have paid the copyright fee, BLACKPOOL WEBMASTERS will still be able to use the code to re-create another website.

5.6

Trade Secrets

Any code that is not freely accessible to third parties and not in the public domain, and to which BLACKPOOL WEBMASTERS 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 BLACKPOOL WEBMASTERS. Unless previously agreed otherwise in writing, no modifications may be made by the Client or any third party to code to which BLACKPOOL WEBMASTERS or their suppliers owns the copyright. BLACKPOOL WEBMASTERS acknowledges the intellectual property rights of the Client. Information passed in written form to BLACKPOOL WEBMASTERS, 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.

6. RIGHTS AND RESPONSIBILITIES

6.1

Right to Terminate

BLACKPOOL WEBMASTERS 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.

6.2

Events Beyond the Control of BLACKPOOL WEBMASTERS

BLACKPOOL WEBMASTERS 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 BLACKPOOL WEBMASTERS.

6.3

Supply and Pricing of Services

BLACKPOOL WEBMASTERS 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.

7. MISCELLANEOUS

7.1

Free Business Cards

500 free business cards will only be provided by BLACKPOOL WEBMASTERS to the client on all orders totalling £500 or more. The client must provide all artwork to BLACKPOOL WEBMASTERS for such business cards, and the business cards will be ordered upon final payment of the contract.

8. INTERPRETATION

8.1

Jurisdiction

This Agreement shall be governed by the laws of England which shall claim venue and jurisdiction for any legal action or claim arising from the contract between BLACKPOOL WEBMASTERS and the Client. The said contract is void where prohibited by law.

8.2

Survival of Contract

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.

8.3

Verbal Contract

If a verbal contract has been arranged then you will remain bound by our terms and conditions with no exceptions.

8.4

Change of Terms and Conditions

These terms & conditions may change from time to time. The Client will be informed of revisions as and when they are issued.

Standard Terms and Conditions v1 1st April 2008

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14 Washington Avenue, Bispham.
Blackpool, FY2 0QB.

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