Website Service Agreement

Last updated: February 2015

Section 1: General Terms 

1.1. Document Control

This Website Service Agreement is made on the date of the signed Quote (the “Effective Date”) between:

The company referenced on the Quote referred to hereafter as the “Client”; and

Intedex Digital Expert – J.Makuta ; Our registered address is 6, 16 Craigie Drive, Plymouth PL13FW, United Kingdom and referred to hereafter as the “Supplier”

This service agreement is in addition to our Statement of Works and Terms and Conditions of Supply.

1.2. Outline

1.2.1. This Website Service Agreement sets forth the activities and responsibilities related to the provision by the Supplier of a Website, which the Supplier has agreed to supply to the Client.

1.3. Definitions

1.3.1 “Business Hours” means the hours between 9:00 a.m. and 5:30 p.m. GMT except for weekends and holidays.

1.3.2 “Correction” means the correction of a Malfunction at any and all priority levels to ensure that the developed item performs in accordance with the requirements of this Agreement.

1.3.3 “Item/Project” means the Client’s Website

1.3.4 “Development Services” means the specific Services consisting of Development, Revisions and Upgrades.

1.3.5 “Malfunction” means a malfunction of the Developed Item that prevents the Developed Item from performing in accordance with the requirements of this Agreement.

1.3.6 “Priority 1” means a severe Malfunction exists which makes the use of one or more Developed Item critical functions inoperable or materially decreases the functionality required by this Agreement.

1.3.7 “Priority 2” means a non-severe Malfunction exists which makes the use of one or more Developed Item functions less operable or decreases functionality as required by this Agreement, but is not a Priority 1 Malfunction.

1.3.8 “Revision” means a version of the Developed Item with updates, modifications, patches, fixes, or changes that is a less substantial change to the Developed Item than an Upgrade.

1.3.9 “Services” means the services the Supplier provides to the Client as described in this Agreement.

1.3.10 “Upgrade” means a version of the Developed Item with major new features or significant enhancements.

Section 2: Services 

The Supplier agrees to provide the following services:

2.1 Platform

2.1.1 The website will be developed on the WordPress Platform

2.2 Revisions and Upgrades

2.2.1 Each Revision and Upgrade must be functionally compatible with the prior release or version of the Developed Item and must comply with the requirements of this Agreement that apply to the Developed Item. The Supplier may not be required to install any Revision or Upgrade except:

2.2.1.1 As a prerequisite to installing a subsequent Revision or Upgrade; or

2.2.1.2 To avoid violation of intellectual property or proprietary rights of a third party.

2.2.1.3 Each revision must be clearly communicated to the Supplier by the Client. These revisions must be reasonable and cannot affect the project scope. The Client has the right to 2 (two) revisions under this service agreement. The Supplier will assess the extra work required by the revision and reserves the right to provide a Quote on the additional work if the project scope has been exceeded. A minimum fee will be applied to all work carried out, this fee equals to one hour of £100

2.3 Malfunctions

2.3.1 After the Client has informed the Supplier of a Malfunction, and subject to the Client assisting the Supplier in attempting to recreate and diagnose the Malfunction, the Supplier agrees to:

2.3.1.1 Provide a progress report to the Client after receiving each request to do so from the Client.

2.3.1.2 For Priority 1 level Malfunctions, promptly assign a Supplier’s employee to address the Malfunction, provide a response within 3 working days during Business Hours

2.3.1.3 For Priority 2 level Malfunctions, within 5 working days respond and assign technical support resources, and provide a Correction within a reasonable amount of time.

In order to remotely address Malfunctions and provide Corrections, the Client consents to the Supplier remotely accessing the Developed Item to do so.

2.4 Corrections

2.4.1 It is the Client’s responsibility to check proofs carefully for accuracy in all respects, ranging from spelling to technical illustrations. The Supplier is not liable for errors or omissions. The Client signature or that of its authorised representative is required on all mechanicals or artwork prior to release for printing or other implementation.

2.5 Submission Guidelines

2.5.1 All imagery must be supplied by the Client in 72DPI jpeg format and content to be published shall be given to the Supplier in MS Word format in a clear and organised manner.

2.6 Browser Testing

2.6.1 The Supplier will carry out all the necessary tests during the development process in the Browsers. Every possible effort will be made to make sure the Developed Item performs well in the Browsers. It is not possible to guarantee all features will perform in previous and future versions of the Browsers. It might not be possible to outline which features will not be able to perform in previous or future Browser versions before and during the development process. The Client can make a request to the Supplier to make certain features compatible. The Supplier will access the work required and will provide the Client with a quote to cover the additional work.

2.7 Device Testing

2.7.1 The Supplier will carry out all the necessary tests during the development process on the Devices. Every possible effort will be made to make sure the Developed Item performs well on the Devices. It is not possible to guarantee all features will perform in previous and future versions of the Devices. It might not be possible to outline which features will not be able to perform in previous or future Device models before and during the development process. The Client can make a request to the Supplier to make certain features compatible. The Supplier will access the work required and will provide the Client with a quote to cover the additional work. Responsiveness will be tested on the following mobile devices:

Section 3: Deadline

The Development Services shall be completed by seeing Delivery Schedule below. The work may extend past the deadline subject to the Client’s ability to deliver all assets necessary in the correct format and on time.

3.1 Project Assets Delivery

3.1.1 All project assets (image, content and others) must be submitted on time by the Client. Any late submission(s) will delay the project deadline and new dates will have to be established. New deadlines will be calculated in days. If the submission deadline is missed by the Client a new one will be given and the project deadline will be extended. If a second deadline is missed, the content generation will either become the responsibility of the client. All assets due must be made available by 9am on the due date. All content must be provided in one go and be collated through Dropbox or equivalent.

3.2 Early Delivery

3.2.1 If any work is requested by the Client to be delivered earlier than the agreed time required, any overtime and other extra costs incurred in its production will be charged in addition to the agreed price. The Supplier must confirm that early delivery is possible.

Section 4: Development Services Fee 

4.1 The Development Services fee is outlined in the Quote.

Section 5: Deposit

5.1 The Supplier will receive a deposit of 50% as a deposit payment. Please note commencement of the project cannot be started unless the deposit is paid in full. As deposits are required to secure resource allocation for the project, deposits cannot be refunded should the project become cancelled.

Section 6: Invoices and Taxes 

6.1 The Client agrees to pay to the Supplier all fees owed under this Agreement within 14 days after receiving the final invoice from the Supplier. This payment is required to be settled in full before the site goes live. The Supplier reserves the right to refuse completion or delivery of work until past due balances are paid. After any missed, late or incomplete payments the Client becomes liable to settle the remaining amount outstanding immediately.

Section 7: Website Usage

7.1 The Supplier reserves the right to include a link and company logo in the footer of your website linking back to the Supplier’s website.

Section 8: Intellectual Property Rights

You accept that all Intellectual Property Rights belonging to us shall at all times during this Agreement remain vested in Intedex Digital Expert. All images supplied to the Customer by Intedex Digital Expert are licenced for the sole purpose and usage on the Intedex Digital Expert Website Hosting product and shall not be available for use in the event the Agreement is terminated. Any images provided by Intedex Digital Expert belong solely to Intedex Digital Expert and cannot be used for any other purpose. The Customer agrees that they are permitted to use the images supplied by Intedex Digital Expert for the sole purpose of the website. Any images supplied by the Customer shall belong to the Customer and may be used by the Customer in the event the Agreement is terminated.