WEBSITE DEVELOPMENT CONTRACT

This Contract is made this day between "Name of Client" (hereinafter referred to as the "Client" residing at Chandlers Ford, Hampshire), and David Smith. (hereinafter referred to as the "Designer" with its office at 181 Hursley Road, Chandlers Ford, Hampshire, SO53 1JH).

WHEREAS the Designer has been commissioned to create and design and supply original artwork and computer files that will serve as a World-Wide Website.

WHEREAS the parties agree the reproduction or the original artwork may be used in graphic programs, software, merchandise, adjuncts, packaging, books, advertising, promotional items, corporate identity items, or manuals of the Client.

IT IS AGREED AS FOLLOWS:

1.    Interpretation

In this Contract the following Terms apply:

1.1     "Client" means "" for whom Designer has agreed to provide the Website Design Service under the Contract in accordance with these Terms and Conditions.

1.2      "Designer" means David Smith.

1.3    "Contract" means the contract, whether verbal or written, entered into between Designer and Client for the provision of the Website Design Service.

1.4    "Document" includes, in addition to a document in writing, any map, plan, graph, drawing or photograph, any film, negative, tape or other device embodying visual images and any disc, tape or other device embodying any other data.

1.5    "Input Material" means any Documents or other materials, and any data or other information provided by Client relating to the Website Design Service.

1.6    "Output Material" means any Documents or other materials, and any data or other information  provided by Designer relating to the Website Design Service.

1.7    "Website Design Service" means the service to be provided by Designer to Client as agreed under the Contract.

1.8    "The Site" means the website in relation to which Designer has agreed to provide the Website Design Service under the Contract.

1.9    "Designer's Charges" means the charges quoted by Designer and agreed by Client from time to time in accordance with these Terms and conditions.

1.10    “Specification Schedule” means the specification for the design of the Site as agreed between the Designer and Client.

The headings in these Terms are for convenience only and shall not affect their interpretation.

2.    Supply of the Website Design Service

2.1    Designer shall provide the Website Design Service to Client subject to these Terms and Conditions. Any changes or additions to the Website Design Service (including add-on packages) or to these Terms and Conditions must be agreed in writing by Designer and Client.

2.2    Client shall at its own expense supply Designer with all necessary Documents or other materials, and all necessary data or other information relating to the Website Design Service, within sufficient time to enable Designer to provide the Website Design Service in accordance with the Contract. Client shall ensure the accuracy of all Input Material.

2.3    Client shall at its own expense retain duplicate copies of all Input Material and insure against its accidental loss or damage. Designer shall have no liability for any such loss or damage, however caused. All Output Material shall be at the sole risk of Client from the time of delivery to or to the order of Client.

2.4    The Website Design Service shall be provided in accordance with these Terms and Conditions.

2.5    Designer may correct any typographical or other errors or omissions in any promotional literature, quotation or other document relating to the provision of the Website Design Service without any liability to Client.

2.6    Designer may at any time without notifying Client make any changes to the Website Design Service which are necessary to comply with any applicable safety or other statutory requirements, or which do not materially affect the nature or quality of the Website Design Service.

2.7    The hosting and maintenance period for the first year shall start from the date the Designer hands over the Site to the Client after it has been fully developed and tested and is error-free.

3.    Price and Payment

3.1    The Designer's Charge for the Website Design Service is £ and includes  hosting and maintenance for the first year as described in paragraph 2.7 above.

3.2    An initial payment by the Client of £ is required upon signing of this Contract and before any development has taken place.

3.3    Subject to any special terms agreed Client shall pay Designer's Charges and any additional sums, which are agreed between Designer and Client for the provision of the Website Design Service.

3.4    Designer shall be entitled to invoice Client for 50% of the Designer's Charge prior to commencement of any development and the remaining 50% of the Designer's Charge upon delivery of the fully developed Site once it has been tested and is error-free together with any further charges for additional work undertaken that must be agreed in advance by Designer and Client.

3.5    The Designer's Charges and any additional sums payable as agreed by the Designer and Client shall be paid by Client within 14 days of the Designer's invoice in accordance with paragraph 3.4 above.

3.6    Invoices sent by first class post by Designer to Client's last known address shall be deemed received 6 days after posting.

3.7    If payment is not made on the due date, Designer shall be entitled, without limiting any other rights it may have, to charge interest on the outstanding amount (both before and after any judgement) at the rate of 1 % above the base rate from time to time of the Bank of England from the due date until the outstanding amount is paid in full.

4.    Intellectual Property Rights in Input Material and Output Material

4.1    The property and any copyright or other intellectual property rights in:

4.1.1    Any Input Material shall belong to Client.

4.1.2    Any Output Material shall, unless otherwise agreed in writing between Client and Designer, belong to Designer, subject only to the right of Client to use the Output Material as anticipated under the Contract.

4.2    Designer reserves the right to make known Designer's ownership of copyright in any Output Material by placing a statement to that effect in a reasonably prominent position on the Site, and Client agrees to leave such statement in such position on the Site for as long as the Output Material in which Designer's copyright subsists appears on the Site.

4.3    Any Input Material or other information provided by Client which is so designated by Client shall be kept confidential by Designer, and all Output Material or other information provided by Designer which is so designated by Designer shall be kept confidential by Client; but the foregoing shall not apply to any Documents or other materials, data or other information which are public knowledge at the time when they are so provided by either party, and shall cease to apply if at any future time they become public knowledge through no fault of the other party.

4.4     Client warrants that any Input Material and its use by Designer for the purpose of providing the Website Design Service will not infringe the copyright or other rights of any third     party, and Client shall indemnify Designer against any loss, damages, costs, expenses or other claims arising from any such infringement.

4.5     Subject to paragraph 4.4, Designer warrants that any Output Material and its use by Client for the purposes of utilising the Website Design Service will not infringe the copyright or other rights of any third party, and Designer shall indemnify Client against any loss, damages, costs, expenses or other claims arising from any such infringement.

5.    Designer's Logo and Designer's Hyperlink

5.1    Client agrees for Designer's Logo and Designer's Hyperlink i.e., a link to the Designers web site, to be included in a reasonably prominent position on the Site for as long as the Output Material appears on the Site.

5.2    Designer reserves the right to remove Designer's Logo and Designer's Hyperlink from the Site without notice to Client.

5.3    Client agrees to notify Designer when the Output Material is removed from the Site.

6.    Termination

6.1    Client shall be entitled to terminate the Contract at any time by giving not less than one month's written notice to Designer. Any outstanding charges are to be agreed and invoiced to the Client. These are to be paid within 14 Days.

6.2    Either party may (without limiting any other remedy) at any time terminate the Contract by giving written notice to the other if the other commits any breach of these Terms and Terms and Conditions and (if capable of remedy) fails to remedy the breach within 30 days after being required by written notice to do so, or if the other goes into liquidation, or (in the case of an individual or firm) becomes bankrupt, makes a voluntary arrangement with his or its  creditors or has a receiver or administrator appointed.

7.    Warranties and Liability

7.1        Designer warrants to Client that the Specified Services will be provided using reasonable care and skill and, as far as reasonably possible, in accordance with the Contract and at the intervals and within the times agreed under the Contract. Where Designer supplies in connection with the provision of the Website Design Service any goods (including Output Material) supplied by a third party, Designer does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to Client the benefit of any warranty, guarantee or indemnity given by the person supplying the goods to Designer.

7.2    Designer shall have no liability to Client for any loss, damage, costs, expenses or other claims for compensation arising from any Input Material or instructions supplied by Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of Client.

7.3    Except in respect of death or personal injury caused by Designer's negligence, or as expressly provided in these Terms and Conditions, Designer shall not be liable to Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of profit or any indirect, special or consequential loss. Damage, costs, expenses or other claims (whether caused by the negligence of Designer, its servants or agents or otherwise) which arise out of or in connection with the provision of the Website Design Service or their use by Client, and the entire liability of Designer under or in connection with the Contract shall not exceed the amount of Designer's charges for the provision of the Website Design Service, except as expressly provided in these Terms and Conditions.

7.4    Designer shall not be liable to Client or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of Designer's obligations in relation to the Website Design Service, if the delay or failure was due to any cause beyond Designer's reasonable control.

8.    General

8.1    These Terms and Conditions together with the attached Specification Schedule constitute the entire Contract between the parties, persede any previous agreement or understanding and may not be varied except in writing between the parties. All other terms and conditions express or implied by statute or otherwise are excluded to the fullest extent permitted by law.

8.2     Any notice required or permitted to be given by either party to the other under this Contract shall be in writing addressed to the other party at its last known address unless otherwise agreed between the parties.

8.3    No failure or delay by either party in exercising any of its rights under the Contract shall be     deemed to be a waiver of that right, and no waiver by either party of any breach of the     Contract by the other shall be considered as a waiver of any subsequent breach of the     same or any other provision.

8.4    If any provision of this Contract is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of this Contract and the remainder of the provision in question shall be unaffected.

8.5    This Contract and the Terms and Conditions contained in it shall be governed and construed in accordance with English law and the parties agree to submit to the non-exclusive jurisdiction of the English courts.

8.6    Force majeure: If a party is obstructed in performing any of its obligations by an event outside its reasonable control, then performance to the extent obstructed is suspended for as long as the obstruction continues. Whilst performance has been suspended for more than seven days, either party may terminate the Contract by immediate written notice.