Website Design Terms & Conditions

Last amended: 16th February 2023

DEFINITIONS

As used herein and throughout this Agreement:

“Agreement” means the entire content of this Basic Terms & Conditions document, the Proposal or Estimate document(s), together with any exhibits, schedules or attachments hereto.

“Copyrights” means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under U.K. Copyright Law.

“Deliverables” means the Services and work product specified in the Proposal to be delivered by Digital Paw Marketing Agency to Client, in the form and media specified in the proposal.

“Designer Tools” means all design tools developed and/or utilized by Designer in performing the Services, including without limitation pre-existing and newly developed software including source code, Web authoring tools, type fonts, application tools, comps, concepts, sketches, visual presentations, rejected designs, layered files, or other alternate or preliminary designs and documents developed by Designer, together with any other software, or other inventions whether or not patentable, and general non-copyrightable concepts such as Web site design, architecture, layout, navigational and functional elements.

“Final Art” means all creative content developed or created by Designer, or commissioned by Designer, exclusively for the Project and incorporated into and delivered as part of the Final Deliverables, including and by way of example, not limitation, any and all website design, visual design, visual elements, graphic design, illustration, photography, animation, sounds, typographic treatments and text, modifications to Client Content, and Designer’s selection, arrangement and coordination of such elements together with Client Content and/or Third Party Materials.

“Project” means the scope and purpose of the Client’s identified usage of the work as described in the Proposal.

“Services” means all Services and the work product to be provided to Client by Digital Paw Marketing as described and otherwise further defined in the Proposal.

“Trademarks” means trade names, words, symbols, designs, logos or other devices or designs used in the Final Art and Deliverables to designate the origin or source of the goods or services of Client.

 

Effective Date

The terms of any Proposal or Estimate shall be effective for fourteen (14) days after presentation to Client. In the event this Agreement is not executed by Client within the time identified, the Proposal, together with any related terms and conditions and Deliverables, may be subject to amendment, change or substitution.

Fees and Charges

Fees

In consideration of the Services to be performed by Digital Paw Marketing, Client shall pay to Digital Paw Marketing fees in the amounts according to the payment schedule set forth in the Proposal or Email.

Invoices

All invoices are payable within thirty (30) days of receipt.

PLEASE NOTE: A late payment charge of £100 will be made on any invoice remaining unpaid after the stated 30 days under the Late Payment of Commercial Debts (Interest) Act 1998 or any amendment or re-enactment thereof (see www.payontime.co.uk). You may also incur other legal costs – court fees etc. – for the recovery of all outstanding fees owed. Interest is payable at 8 per cent over Bank of England base rate. The penalties and interest now apply to all businesses regardless of size.

Payments will be credited first to late payment charges and next to the unpaid balance. Client shall be responsible for all collection or legal fees necessitated by late or default payment. Digital Paw Marketing reserves the right to withhold delivery, withdraw the website should it be live, and withold any transfer of ownership if accounts are not current or overdue invoices are not paid in full, inclusive of any and all outstanding taxes, expenses, fees, charges, or the costs of changes.

Grants of rights

Client Content

Client Content, including all pre-existing Trademarks, shall remain the sole property of Client or its respective suppliers, and Client or its suppliers shall be the sole owner of all rights in connection therewith. Client hereby grants to Digital Paw Marketing a nonexclusive, nontransferable license to use, reproduce, modify, display and publish the Client Content solely in connection with Digital Paw Marketing’s performance of the Services and limited promotional uses of the Deliverables as authorized in this Agreement.

Trademarks

Upon completion of the Services and expressly conditioned upon full payment of all fees, costs and out-of-pocket expenses due, Digital Paw Marketing assigns to Client all ownership rights, including any copyrights, in and to any artworks or designs comprising the Final Art and Deliverables created by Digital Paw Marketing for use by Client as a Trademark. Digital Paw Marketing shall cooperate with Client and shall execute any additional documents reasonably requested by Client to evidence such assignment. Client shall have sole responsibility for ensuring that any proposed trademarks or Final Art and Deliverables intended to be a Trademark are available for use in commerce and federal registration and do not otherwise infringe the rights of any third party. Client hereby indemnifies, saves and holds harmless Digital Paw Marketing from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by any third party alleging any infringement arising out of Client’s use and/or failure to obtain rights to use or use of the Trademark.

Designer Tools

All Designer Tools are and shall remain the exclusive property of Digital Paw Marketing. Digital Paw Marketing hereby grants to Client a nonexclusive, nontransferable (other than the right to sublicense such uses to Client’s Web hosting or Internet service providers), perpetual, worldwide license to use the Designer Tools solely to the extent necessary with the Final Deliverables for the Project. Client may not directly or indirectly, in any form or manner, decompile, reverse engineer, create derivative works or otherwise disassemble or modify any Designer Tools comprising any software or technology of Designer. Client does have the right to update any original web code that Designer supplies for a website.

Assignment

Upon completion of the Services, and expressly subject to full payment of all fees, costs and out-of-pocket expenses due, Digital Paw Marketing hereby assigns to Client all rights and title in and to the Final Art and Deliverables. Digital Paw Marketing agrees to reasonably cooperate with Client and shall execute any additional documents reasonably required to evidence such assignment.

Attribution

Digital Paw Marketing retains all rights of attribution and integrity provided by the United Kingdom Copyright Law. Digital Paw Marketing Agency also retains sole discretion to request the display or removal of attribution on all digital, printed or published forms of the Final Art and Deliverables. Client has the right to remove any Designer attribution at their request.

Samples

Digital Paw Marketing Agency retains the right to reproduce, publish, display, and use the Final Art and Deliverables for promotional purposes, including, but not limited to, use in Digital Paw Marketing’s portfolio and website, in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence, and to be credited with authorship of the Deliverables in connection with such uses.

 

Client responsibilities

Client acknowledges that it shall be responsible for performing the following in a reasonable and timely manner: (a) coordination of any decision-making with parties other than the Designer; (b) provision of Client Content (all materials, information, photography, writings and other creative content provided by Client in a form suitable for reproduction or incorporation into the Deliverables without further preparation, unless otherwise expressly provided in the Proposal or Estimate); and (c) final proofreading and in the event that Client has approved Deliverables but errors, such as, by way of example, not limitation, typographic errors or misspellings, remain in the finished product, Client shall incur the cost of correcting such errors.

Confidential information

Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other party, including without limitation Preliminary Works (“Confidential Information”). Each party, its agents and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under the Proposal except as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of confidentiality.

 

Relationship of the parties

Independent Contractor. Digital Paw Marketing is an independent contractor, not an employee of Client or any company affiliated with Client. Digital Paw Marketing shall provide the Services under the general direction of Client, but Designer shall determine, in Designer’s sole discretion, the manner and means by which the Services are accomplished. Digital Paw Marketing and the work product or Deliverables prepared by Digital Paw Marketing shall not be deemed a work for hire as that term is defined under Copyright Law.

Designer Agents

Digital Paw Marketing shall be permitted to engage and/or use third party designers or other service providers as independent contractors in connection with the Services (“Design Agents”).

No Exclusivity

The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. Client is free to engage others to perform services of the similar nature to those provided by Digital Paw MarketingAgency, and Digital Paw Marketing Agency shall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise the services offered by Digital Paw Marketing Agency.

Warranties

Warranty Period

“Support Services” means commercially reasonable technical support and assistance to maintain and update the Deliverables, including correcting any errors or Deficiencies, but shall not include the development of enhancements to the Project or other services outside the scope of the Proposal. Designer agrees that any web code produced as a Deliverable will fulfill its intended purpose. All work is tested in the current versions of major desktop and mobile browsers including those made by Google (Chrome, Android) and Microsoft (Edge). Designer agrees to troubleshoot any found issues until they work for up to ninety (90) days after a website is put into production and/or launched.

Maintenance

There is no maintenance offered when your site is live. If you require changes this is charged on a quote per project basis. Designer also offers a Maintenance Plan which includes the following services performed each quarter unless specified otherwise: Update WordPress, plugins, and themes to latest versions; scan site for malware and any other security breaches; uptime monitoring; confirm automatic backups are running correctly; basic updates of content, design or functionality; priority support within 48 hours; and simple troubleshooting and fixes at no additional cost. The Maintenance Plan can be cancelled at any time.

Indemnification/liability

Indemnification

Client agrees to indemnify and hold harmless the Designer against any and all claims, costs, and expenses, including solicitors’ fees, due to materials included in the Work at the request of the Client for which no copyright permission or privacy release was requested or uses that exceed those allowed pursuant to a permission or release.

Limitation of Liability

The services and the work product of designer are sold “as is.” In all circumstances, the maximum liability of designer and design agents to client for damages for any and all causes whatsoever, and client’s maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the net profit of designer. In no event shall designer be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by designer, even if designer has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.

Term and termination

This Agreement shall commence upon the Effective Date of the Proposal or Estimate and shall remain effective until the Services are completed and delivered.

In the event that the project stalls due to the Client’s actions, including not providing Client Content in a timely manner or not providing feedback on Deliverables, the Project shall be considered on-hold. Once a project is on-hold for over sixty (60) days, Designer can terminate the project. Client will be responsible for a restart fee in the amount of £200 or 5% of the total project cost, whichever is greater, if Client desires to resume the project.

In the event of termination by Client, Designer shall be compensated for the Services performed through the date of termination in the amount of (a) any advance payment, (b) a prorated portion of the fees due, or (c) hourly fees for work performed by Designer or Designer’s Agents as of the date of termination, whichever is greater; and Client shall pay all expenses, fees, and out of pockets incurred through and up to, the date of cancellation, not to exceed the original quoted fees unless otherwise approved by the Client. The initial deposit/advance payment is non-refundable.

These Basic Terms & Conditions shall apply to all Projects performed by the Designer on behalf of the Client pursuant to a Proposal or Estimate provided by the Designer and accepted by the Client, as if such Basic Terms & Conditions are stated in their entirety in such Proposal or Estimate, unless such Basic Terms & Conditions are altered in writing and signed by both parties.

By making payment and confirming your package, you accept the terms of business.