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Definitions
Terms: The Terms of Business specified in this document. Cadover Creative: A website design and software development business owned by Andrew Keith, located at Barn 2, Dunstone Farm, Shaugh Prior, Plymouth, Devon, PL7 5EH. Client: The individual or company described in Client details section on the PROPOSAL. Website: The complete collection of web pages, HTML files, program code, scripts, images and other media provided or amended by CADOVER CREATIVE under these TERMS, which is published on the World Wide Web under the domain name(s) listed on the PROPOSAL. Software: The complete collection of program code, scripts, images, HTML files and other media created or amended by CADOVER CREATIVE under these TERMS, as described in the PROPOSAL. Proposal: The PROPOSAL provided to the CLIENT describing the proposed work. This may include or reference one or more requirements documents. Hourly rate: The rate charged by Cadover Creative for all additional work not described in the PROPOSAL. The current hourly rate is between 30 and 50 depending on the type of work and is billed in 15 minute increments (minimum half hour per session). Mileage: The rate charged by Cadover Creative for additional mileage not specified in the PROPOSAL. This is billed at current HMRC approved mileage rates. Journey distances are calculated from postcode PL7 5EH. Unless otherwise stated in the PROPOSAL, the following standard terms apply:
1. Authorisation
The CLIENT named above is engaging CADOVER CREATIVE for the specific project of developing and/or improving a WEBSITE or SOFTWARE. Unless otherwise stated on the PROPOSAL, this will be made available on the World Wide Web via a web hosting company selected by either CADOVER CREATIVE or the client. CADOVER CREATIVE will execute the WEBSITE design and any other services described under the TERMS and PROPOSAL. The CLIENT hereby authorises CADOVER CREATIVE to carry out the project and access any information required in order to do so, for example accessing an existing web hosting account. Unless otherwise stated on the PROPOSAL, the CLIENT also authorises CADOVER CREATIVE to submit the completed WEBSITE to web search engines.
2. Warranties
CADOVER CREATIVE represents and warrants to the CLIENT that it has the experience and ability to perform the services required; that it will perform said services in a professional, competent and timely manner; that it has the power to enter into an agreement with the CLIENT; and that its performance under the agreement shall not infringe upon or violate the rights of any third party or violate applicable legislation. The CLIENT represents and warrants to CADOVER CREATIVE that it will provide any materials that are required in a professional, competent and timely manner; that it has the power to enter into an agreement with CADOVER CREATIVE; that it is solely responsible for any information provided for the WEBSITE or SOFTWARE; and that its performance of under the agreement shall not infringe upon or violate the rights of any third party or violate applicable legislation.
cadovercreative
Andrew Keith B.Sc, MBCS Barn 2, Dunstone Farm, Shaugh Prior, Plymouth, Devon, PL7 5EH t 01752 729706 m 07762 059721 e andy@cadovercreative.co.uk
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cadovercreative
Andrew Keith B.Sc, MBCS Barn 2, Dunstone Farm, Shaugh Prior, Plymouth, Devon, PL7 5EH t 01752 729706 m 07762 059721 e andy@cadovercreative.co.uk
P a g e | 3 The PROPOSAL will state whether CADOVER CREATIVE will produce a custom design for the website or whether a premium WordPress theme will be purchased. If a premium WordPress theme is used then CADOVER CREATIVE may customise it to meet the CLIENTs requirements. Any limits to the amount of customisation will be stated in the PROPOSAL.
Text Unless specified otherwise in the PROPOSAL, CADOVER CREATIVE will write the text for the WEBSITE, subject to the CLIENTs approval. The CLIENT must provide sufficient information for the copy to be written, for example in the form of detailed verbal information, written notes, brochures, leaflets or information from other relevant websites. If the CLIENT wishes to write any text for the WEBSITE, CADOVER CREATIVE reserves the right to proofread and edit it for the purpose of making it suitable for web use and attractive to search engines. The CLIENT can request amendments to any changes made by CADOVER CREATIVE when approving the draft WEBSITE. Images CADOVER CREATIVE will use images provided by the CLIENT if they are of sufficient quality. Photographs must be provided to CADOVER CREATIVE electronically. CADOVER CREATIVE reserves the right to crop and graphically enhance images and save them into a format suitable for online use.
cadovercreative
Andrew Keith B.Sc, MBCS Barn 2, Dunstone Farm, Shaugh Prior, Plymouth, Devon, PL7 5EH t 01752 729706 m 07762 059721 e andy@cadovercreative.co.uk
P a g e | 4 If the SOFTWARE includes any website elements, these will be optimised to display correctly in Internet Explorer 8 and all modern web browsers. The CLIENT may request optimisation for Internet Explorer versions 6 and 7 and mobile Internet devices at extra cost. The SOFTWARE will be fully tested on the target environment. The SOFTWARE, including all source code, will be provided in a format most suitable to the project, as described on the QUOTATION.
The Standard web hosting service provided by CADOVER CREATIVE, if required, is as follows: Setup and configuration of hosting for the website. All costs incurred for the setup and renewal of web hosting will be payable to CADOVER CREATIVE who will manage the web hosting on behalf of the CLIENT. Installation of the WEBSITE on the web host. Configuration of name servers to link the domain name with the WEBSITE hosted by the web host (where CADOVER CREATIVE has registered the domain). Setup of one or more email accounts at the chosen domain name (e.g. email@domainname.co.uk), as described on the PROPOSAL. Email accounts will be accessible through a webmail facility, although POP3 or IMAP settings can be provided if required. Configuration of the CLIENTs email software will be the responsibility of the CLIENT. The CLIENT should discuss any specific email features they require before work commences and this should be included on the PROPOSAL. CADOVER CREATIVE will purchase carbon offsetting to counter the environmental impact of the web hosting. Costs for web hosting are payable annually in advance or in regular monthly instalments. Unless requested otherwise by the CLIENT, the web hosting will be renewed automatically every 12 months (if paying per annum) or every month (if paying in monthly instalments).
The CLIENT agrees to pay the additional fees for any work not described in the PROPOSAL that the CLIENT requests during the course of the project. Unless CADOVER CREATIVE has quoted a cost for the additional services then they will be charged at the HOURLY RATE.
cadovercreative
Andrew Keith B.Sc, MBCS Barn 2, Dunstone Farm, Shaugh Prior, Plymouth, Devon, PL7 5EH t 01752 729706 m 07762 059721 e andy@cadovercreative.co.uk
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16. Payment
All services shall be sold for the price specified in the PROPOSAL and these TERMS. The PROPOSAL will state at which stage(s) of the project payment will be required. Payment shall be made by BACS transfer, cash, a cheque made payable to Andrew Keith, or a PayPal payment to the email address andy@cadovercreative.co.uk. Deposits or upfront payments CADOVER CREATIVE normally require a deposit of 25% before work commences. For projects exceeding 1,500 in value, further payments may be required at key milestones during the project. The PROPOSAL will include a payment schedule. Oneoff payments The CLIENT must pay for the work in full following receipt of an invoice from CADOVER CREATIVE, on or before the date(s) listed on the invoice.
cadovercreative
Andrew Keith B.Sc, MBCS Barn 2, Dunstone Farm, Shaugh Prior, Plymouth, Devon, PL7 5EH t 01752 729706 m 07762 059721 e andy@cadovercreative.co.uk
P a g e | 6 The web hosting costs begin when a draft of the WEBSITE is put online for the CLIENT to view, although payment for hosting will not be due until the invoice for the completed WEBSITE is issued. Pay monthly option The monthly costs for the website, web hosting and any other work agreed in the PROPOSAL will begin when a draft of the WEBSITE is put online for the CLIENT to view, although no payment will be due until the dates listed on the invoice. All monthly payments must be made in full by standing order to CADOVER CREATIVE. If the CLIENT has chosen to pay monthly then they will be subject to a minimum 24month contract period. The CLIENT cannot cancel their agreement with CADOVER CREATIVE until at least 24 monthly payments have been made. Beyond the initial 24 months, the CLIENT can cancel at any time.
cadovercreative
Andrew Keith B.Sc, MBCS Barn 2, Dunstone Farm, Shaugh Prior, Plymouth, Devon, PL7 5EH t 01752 729706 m 07762 059721 e andy@cadovercreative.co.uk
P a g e | 7 Content management systems If the CLIENT has chosen to use a content management system (CMS) then CADOVER CREATIVE will set up the required users in the CMS prior to handover and provide the CLIENT with written instructions and login details. CADOVER CREATIVE is responsible for selecting the CMS software, unless specified otherwise in the PROPOSAL. Ongoing maintenance packages for WEBSITES If required, the PROPOSAL will specify the maximum number of updates that CADOVER CREATIVE will make to the WEBSITE each month and the timescales in which updates will be completed. An update is defined as an unlimited number of changes to a single web page. All maintenance packages exclude any major redesign, which should be negotiated as part of a separate agreement or billed as a one off change (below). Oneoff changes The CLIENT can contact CADOVER CREATIVE at any time to commission oneoff updates, upgrades or other changes to the WEBSITE or SOFTWARE. These will be charged at the HOURLY RATE or a fixed rate agreed with CADOVER CREATIVE in advance. Regardless of whether a maintenance package has been selected, CADOVER CREATIVE will charge the HOURLY RATE for repairing the WEBSITE where the fault was caused by improper use or neglect of the WEBSITE by the CLIENT or any other party.
cadovercreative
Andrew Keith B.Sc, MBCS Barn 2, Dunstone Farm, Shaugh Prior, Plymouth, Devon, PL7 5EH t 01752 729706 m 07762 059721 e andy@cadovercreative.co.uk
P a g e | 8 CADOVER CREATIVE will provide image files of the logo or any parts of the WEBSITE design to the CLIENT on request. This will be charged at the HOURLY RATE. Rights to photos, graphics (other than the logo), source code and computer programs are specifically not transferred to the CLIENT, and remain the property of their respective owners. CADOVER CREATIVE and its subcontractors retain the right to link to the CLIENTs WEBSITE, display graphics and other web design elements as examples of their work in their respective portfolios, as well as to mention the CLIENT in publicity to promote CADOVER CREATIVE, unless stated otherwise in the PROPOSAL.
Prior to the CLIENTs final approval of the draft WEBSITE or SOFTWARE, each party reserves the right to terminate their agreement at any time. CADOVER CREATIVE shall have the right to bill pro rata for work completed up to and including the date of that request, while reserving all rights under these TERMS and to the work. The CLIENT shall also pay any expenses incurred by CADOVER CREATIVE. If the CLIENT does not provide the information or approvals required for the WEBSITE or SOFTWARE within a period of 60 days from the last contact with CADOVER CREATIVE, or does not respond to contact within 60 days, then CADOVER CREATIVE will deem this to be a cancellation of the agreement. CADOVER CREATIVE will bill the CLIENT for work already completed as described in the above paragraph.
cadovercreative
Andrew Keith B.Sc, MBCS Barn 2, Dunstone Farm, Shaugh Prior, Plymouth, Devon, PL7 5EH t 01752 729706 m 07762 059721 e andy@cadovercreative.co.uk
P a g e | 9 CADOVER CREATIVE from any claim resulting from the CLIENTs publication of material or use of those materials, including illegal materials. For as long as CADOVER CREATIVE is responsible for hosting and administration of the WEBSITE or SOFTWARE, CADOVER CREATIVE shall take all reasonable measures to protect the CLIENTs WEBSITE or SOFTWARE including responsibility for weekly data backups and restoration, and overseeing its security against illegal or unauthorised use. The CLIENT acknowledges that CADOVER CREATIVE cannot guarantee the security of the WEBSITE or SOFTWARE. If, at any time, the CLIENT is aware of any infiltration, or suspects that such infiltration may be taking place, it shall notify CADOVER CREATIVE immediately. CADOVER CREATIVEs total liability arising in connection with work provided under the PROPOSAL and these TERMS shall be limited to the total cost of services ordered by the CLIENT from CADOVER CREATIVE during that financial year. CADOVER CREATIVE shall not be liable for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation (howsoever caused) which arise out of or in connection with the services provided.
26. Indemnification
The CLIENT shall defend, indemnify and hold harmless CADOVER CREATIVE and its employees, agents and subcontractors from all liabilities, claims and expenses, including all reasonable legal fees necessarily incurred, that may arise or result from: Any service provided or performed or agreed to be performed or any product sold by the CLIENT, its agents, employees or assigns. Any injury to person or property caused by any products or services sold or otherwise distributed in connection with CADOVER CREATIVE. Any material supplied by the CLIENT that infringes on the proprietary rights of a third party. The CLIENTs use of Internet electronic commerce. Any defective product which the CLIENT has provided via the WEBSITE or SOFTWARE.
27. Nondisclosure
CADOVER CREATIVE, its employees and subcontractors agree that, except as directed by CLIENT, it will not at any time disclose any confidential information to any person.
These TERMS and the corresponding PROPOSAL form the sole agreement between the CLIENT and CADOVER CREATIVE regarding CADOVER CREATIVEs web design and hosting services. . The agreement becomes effective only when either of the following applies: The PROPOSAL is signed in writing by both parties. CADOVER CREATIVE sends an email to the CLIENT attaching the PROPOSAL and TERMS, to which the CLIENT replies by return email stating their acceptance of the PROPOSAL. These TERMS shall be governed and construed in accordance with English law. The parties agree that if any part, term or provision of these TERMS shall be found illegal or in conflict with any valid controlling law, the validity of the remaining provisions shall not be affected.
cadovercreative
Andrew Keith B.Sc, MBCS Barn 2, Dunstone Farm, Shaugh Prior, Plymouth, Devon, PL7 5EH t 01752 729706 m 07762 059721 e andy@cadovercreative.co.uk