Indigoextra Ltd Web Design Terms and Conditions
Date of last revision - 25 April 2016
Indigoextra Ltd. is registered at 25 Ford Ave, Loscoe, Heanor, Derbyshire, DE75 7LR.
Application of Conditions
By accepting a proposal or quote from Indigoextra Ltd the client agrees to these terms and conditions.
These terms and conditions shall apply to all contracts for graphic design, web design and development and shall prevail over inconsistent terms or conditions in client communications, including confirmation of order, briefs or acceptance of quotes by letter or email.
Proposals or quotes sent by Indigoextra Ltd. are valid for 2 months from the date they are sent, provided that Indigoextra Ltd has not previously withdrawn them.
Indigoextra’s Obligations
1. Indigoextra Ltd shall use reasonable endeavours to deliver the web design, graphic design and web development within the timeframe agreed.
2. Unless otherwise agreed, Indigoextra Ltd will create websites using the Drupal Content Management System (CMS), which is open source software.
3. Unless otherwise agreed, all content for the website will be provided by the client, alternatively Indigoextra can write content for an additional fee.
4. Members of Indigoextra Ltd will be available in order to define the precise requirements of the project, complete all the development work and to provide training where required.
5. After the initial web graphic design is agreed, Indigoextra Ltd reserves the right to not implement further changes should they be significantly different from the agreed design. Where possible, changes will be implemented, specifically:
a. Modifying text will always be possible and need not be precisely defined at the graphic design stage.
b. Modifying the overall layout if different to the design will be carried out if there is a clear advantage or need for it that arises during the process (the design will include flexibility in the layout of the core text block).
c. Modifying the functionality of the site differently to that proposed will only be done where absolutely required in order to implement a required piece of functionality listed in the Functional Specification, or will be completed at an additional fee.
6. Unless the client requests otherwise, Indigoextra Ltd will create the website on a development server, with a web address like dev2.indigoextra.com. This will be made known to the client on completion of the Drupal theme.
7. After the site is complete, Indigoextra Ltd will transfer the site from the development server to the live server. This will either be hosted by SiteGround or by the client.
8. Indigoextra Ltd will ensure that the site looks good on screens of 1000px wide and higher and in a range of browsers including Internet Explorer 9, Firefox, Opera and Safari.
9. In the unlikely event that the client should wish to transfer ongoing web development or hosting to a different provider, then providing all outstanding payments have been settled, Indigoextra Ltd will provide all FTP details, passwords and other information necessary and will facilitate this process.
10. Should any invoices become 2 weeks or more overdue, then Indigoextra Ltd reserve the right to cease all work on the project and to take the website offline. This in no way affects Indigoextra’s statutory rights, including the right to be paid for their work.
Client Obligations
1. Unless agreed otherwise, the client will provide rough design ideas. Indigoextra Ltd will modify this to create a complete graphic design as a PSD document and on Client approval, will convert this to a Drupal theme.
2. The Client agrees to:
a. Give detailed feedback on the initial graphic design within 4 days of receipt.
b. Respond promptly to any queries that are essential to answer in order to progress with the web development work and to be available during the design process.
c. Pay all invoices on time.
3. Should all of the conditions of the previous clause be met, Indigoextra Ltd will complete the design and development work within the pre-agreed timeframe. In the event that this isn’t achieved, Indigoextra Ltd. will reimburse 0.5% of the total cost to the client, per week that the project is overdue. If any of the dates in the above clause are postponed, including a delay in payment, Indigoextra Ltd reserves the right to postpone the completion date by the same duration. Similarly if extra functionality is requested and implemented, this will also cause a delay in completion.
4. In order to continue to use a pre-registered domain name, the client will need to provide Indigoextra Ltd with login details to the domain name registrar, or be able to change the Domain Name Settings (DNS) themselves. Alternatively, Indigoextra can purchase a domain name on behalf of the client.
5. The Client is responsible for ensuring that they hold all copyright and related permissions for any content (both images and text) that they supply to Indigoextra, such content will remain the intellectual property of the Client and they agree to licence the rights to Indigoextra Ltd. to use it as necessary to fulfil their web design and SEO service.
5. On receipt of final payment, ownership of the website will be transferred to the client.
Payment
6. The client agrees to pay invoices by PayPal or bank transfer at the pre-agreed dates.
7. Any overdue invoices will be subject to an admin charge of €20 and interest at 0.2% of the overdue amount per week that the payment is overdue.
Limitation of Liability
YOU ARE RECOMMENDED TO PAY PARTICULAR ATTENTION TO THIS SECTION
8. This section details the complete financial liability of Indigoextra Ltd and its employees, agents or sub-contractors in respect of:
· Any breach of the contract;
· All services provided;
· All statements and tortuous acts or omissions (including negligence).
9. Nothing in these conditions limits or stops Indigoextra Ltd’s liability in the event of:
· Death or physical injury as a result of Indigoextra Ltd’s negligence; or
· Any liability or damage incurred by the client due to fraud or fraudulent misrepresentation by Indigoextra Ltd;
10. Indigoextra’s maximum liability including for breach of statutory duty or negligence, misrepresentation, or otherwise resulting from their performance or services of this contract shall be limited to the amount paid or payable by the Customer to Indigoextra under this Contract in the three months immediately preceding the month in which the event (or first in a series of connected events) occurred.
Intellectual Property
11. Indigoextra Ltd will not use an identical design on other clients websites, however reserve the right to use the same or similar functionality developed for the client’s site as it wishes, including using the same functionality on other sites or releasing aspects of functionality as an open source Drupal module.
12. Any content provided by the client will remain the intellectual property of the client and they agree to licence the rights to Indigoextra Ltd. to use it as necessary to fulfil their design service.
13. On receipt of final payment all intellectual property rights for the design and logo provided by Indigoextra shall pass to the client.
14. Indigoextra Ltd reserves the right to be acknowledged as the creators of the website, by having a link to www.indigoextra.com in the footer of the client’s website. This could simply say ‘Web Development’.
15. Indigoextra can also reference the client’s website on their own websites and in other publications.
Jurisdiction
All contracts and any legal disputes arising from them shall be governed in accordance with English law. In the event that there is any claim or dispute arising from this contract, both parties shall at first attempt to reach an amicable settlement and if this cannot be achieved, shall resolve the dispute in an English court.
