Website Design Project

Project Cancellation

1. A client can cancel after a quote approval but before any work has started.
2. If a client wishes to cancel a project after work has begun ‘Design by Jo’ will charge for time already spent working on it.
3. If a client decides not to pay for work that has been purchased, ‘Design by Jo’ will do its best to find a solution. However, if an invoice has been 3 months overdue and a suitable payment date has not been agreed then ‘Design by Jo’ reserves the right to hand it over to a debt collector.
4. If for any reason, ‘Design by Jo’ decides to cancel work on a project, ‘Design by Jo’ will give notice and refund any money paid for undelivered work.
5. Force Majeure. ‘Design by Jo’ shall not be deemed in breach of this agreement if ‘Design by Jo’ is unable to complete the service by reason of any event arising which is beyond the reasonable control of the affected party (including any industrial dispute affecting any third party, governmental regulations, fire, flood, disaster, civil riot or war). Upon the occurrence of any Force Majeure Event, ‘Design by Jo’ will give notice of the inability to perform or of a delay in completing the services and shall propose revisions to the schedule for completion.

Working Hours
‘Design by Jo’s opening hours are 10.30am to 5pm Monday to Friday excluding bank holidays.

Out-of-Hours Work
If a client asks ‘Design by Jo’ to work in the evening, night, weekend or bank holidays we do our best to help. ‘Design by Jo’ charges extra for this service and costs will be discussed prior to undertaking the job. If out-of-hours work or urgent work is required through some fault of ‘Design by Jo’, no extra fees will be charged.

Deposits
‘Design by Jo’ will create a site for client approval, once the web design is approved and the home page is complete, a deposit will be due to confirm the working contract; this amounts to 25% of the amount ‘Design by Jo’ and the client has agreed via email discussion. The final payment is payable when the website is complete and ready to go live. The website will be switched to ‘live’ mode once full payment is received. The initial deposit payment is non-refundable after ‘Design by Jo’ has committed time or completed research and/or design work on the client’s behalf.

Payment
Payment methods are stated on ‘Design by Jo’s invoices, these include bank transfer and PayPal. The client shall pay each invoice sent by email on or after completion of the project:

1. within 10 working days of the date of the invoice, unless otherwise stated in the contract; and
2. in full and cleared funds to a bank account nominated in writing by ‘Design by Jo’, and time for payment shall be the essence of the contract.

If the client fails to make a payment, ‘Design by Jo’ may at its sole discretion suspend any ongoing work and services and reserves the right to take down the site until confirmation of payment is received.

Client Responsibilities

The client acknowledges that they shall be responsible for performing the following in a reasonable and timely manner:

1. coordination of any decision-making with parties other than the designer;
2. provision of content in a form suitable for reproduction or incorporation to be sent promptly, ‘Design by Jo’ retains the right to reject incomplete or disorganized content and/or instructions and will not be held accountable for late content which may threaten a deadline;
3. graphics are suitably named and sent in an orderly way;
4. text is finalized, proofread and ready for publication;
5. content does not infringe any applicable laws, regulations or third-party rights; the client shall indemnify ‘Design by Jo’ against all damages, losses and expenses arising as a result of any action or claim that constitutes inappropriate content.

Completion
The project is completed on receipt of final payment and website launch unless ‘Design by Jo’ and the client have agreed on extra work after launch, in which case the project will finish after the extra work has been sent over. If there is any dispute about completion, ‘Design by Jo’ will partially invoice for the accepted work and then invoice for the remainder.

If a project stalls for more than 30 days due to delays on the client’s side, ‘Design by Jo’ reserves the right to invoice for the work completed. ‘Design by Jo’ may also bundle up the completed work and give it to the client for safekeeping; if there is no sign that the project will resume soon, the client will be responsible for looking after the files. ‘Design by Jo’ will keep a copy for six months but can’t store it forever.

Warranty
‘Design by Jo’s web design work comes with a 14-day warranty after completion and going live date. ‘Design by Jo’ shall correct all errors or system incompatibilities that were not discovered during the testing process.
Please note that there are some circumstances where the warranty may be invalidated:

1. The client (or someone representing the client) has modified the code on the site.
2. The client (or someone representing the client) has installed plugins, and themes, performed upgrades or changed settings that are responsible (partly or wholly) for reported problems.
3. The problems are related to hosting or DNS.

In addition to the website warranty, ‘Design by Jo’ offers tailored support as needed. If ‘Design by Jo’ hosts the client’s website, we will handle CMS version updates, any 3rd party plugin updates, and security patch releases to ensure the website is secure.

‘Design by Jo’ offers support for any content and website changes as needed.

‘Design by Jo’ places a small text link on the footer of our client’s website that simply states the website was designed by ‘Design by Jo’ and links to our company website. ‘Design by Jo’ will link back with a site description and any testimonial the client would like to add.

Attribution/Promotions

The client agrees to include in all displays or publications of the final work attribution and/or copyright notice in ‘Design by Jo’s name in the form, size and location as incorporated by ‘Design by Jo’ in the work, or as otherwise directed by ‘Design by Jo’. ‘Design by Jo’ retains the right to reproduce, publish and display the work, and preliminary work, to the extent they do not contain the client’s confidential information, in our portfolios and websites, and in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the work in connection with such uses. Either party, subject to the other’s reasonable approval, may describe its role in relation to the project, and, if applicable, the services provided to the other party on its website and in other professional materials, and, if not expressly objected to, include a link to the other party’s site.

Confidentiality
‘Design by Jo’ takes confidentiality seriously; to complete work, the client may need to share proprietary information, including trade secrets, industry knowledge, and other confidential information. ‘Design by Jo’ will not share or use any private information at any time, even after the work agreement has been fulfilled, and ensures that client data will be in line with the EU General Data Protection Regulation (GDPR). Similarly, the client agrees they will do the same for ‘Design by Jo’.

Relationship of the Parties

Independent Contractor. ‘Design by Jo’ is an independent contractor, not an employee of the client or any company affiliated with the client. ‘Design by Jo’ shall provide the services under the general direction of the client, but ‘Design by Jo’ shall determine, in ‘Design by Jo’s sole discretion, the manner and means by which the services are accomplished. This agreement does not create a partnership or joint venture and neither party is authorized to act as agent or bind the other party except as expressly stated in this agreement. All rights, if any, granted to the client are contractual in nature and are wholly defined by the express written agreement of the parties and the various terms and conditions of this agreement.

Designers. ‘Design by Jo’ shall be permitted to engage and/or use third-party designers or other service providers as independent contractors in connection with the services. ‘Design by Jo’ shall remain fully responsible for such designers’ compliance with the various terms and conditions of this agreement.

No Exclusivity. The parties expressly acknowledge that this agreement does not create an exclusive relationship between the parties. The client is free to engage others to perform services of the same or similar nature to those provided by ‘Design by Jo’, and ‘Design by Jo’ shall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise the services offered by ‘Design by Jo’.

Third-Party Software and Services
‘Design by Jo’ often uses third-party software and services to create a client’s site; these tools will function as intended at the time of launch. If the third-party services fail to work or are no longer updated, which could cause security issues, ‘Design by Jo’ will discuss findings and associated costs with the client.

If the project needs to use any paid third-party services, this will be discussed to ensure the client is aware of any potential ongoing costs.

‘Design by Jo’ will ensure that any third-party products or services are correctly licensed for use in the project (e.g. plugins, stock photos, themes etc) and the client will agree that any materials provided to us are legal for use in the project. The client shall indemnify, save and hold harmless ‘Design by Jo’ from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of the client’s failure to obtain copyright, trademark, publicity, privacy, defamation or other releases or permissions with respect to materials included in the final work at the client’s request.

Assignment of Rights

Trademarks. The client has sole responsibility for ensuring that Trademarks do not infringe the rights of third parties, and the client shall indemnify, save and hold harmless ‘Design by Jo’ from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party alleging trademark infringement, or arising out of the client’s failure to obtain trademark clearance or permissions, for use of Trademarks.

Client Content. Client content, including pre-existing Trademarks, shall remain the sole property of the client or its respective suppliers, and the client or its suppliers shall be the sole owner of all trademarks, trade secrets, patents, copyrights, and other rights in connection therewith. The client hereby grants to ‘Design by Jo’ a nonexclusive, nontransferable license to use, reproduce, modify, display and publish content solely in connection with ‘Design by Jo’s performance of the services and promotional uses of the work as authorized in this agreement.

Ownership
The client shall own the site upon completion of the project, and final payment is subject to the following terms and conditions:

1. All original artwork, content, etc. provided to ‘Design by Jo’ by the client for inclusion in the website shall remain the exclusive property of the client.
2. All photography, graphics and design created by ‘Design by Jo’ in the creation of the client’s site shall on payment in full, transfer to be the property of the customer.
3. Source code ownership: Upon completion of the project and when full payment has been received by ‘Design by Jo’ the “client-side” source code will become the property of the client. All “server-side” source code utilised by and developed for the project shall remain the property of ‘Design by Jo’. Any server-side source code bespoke to the project shall be made available to the customer at the client’s request.
4. Preliminary Works/Working Files: ‘Design by Jo’ retains all proprietary rights, including property ownership, intellectual property rights and copyrights, in and to all preliminary works and working files.

 Please note: The original premium CMS theme framework is priced in our web design quote and used for our services provided to the client. If a client chooses to stop using our services, we will advise the client to purchase the theme to receive notifications for theme upgrades and developer support.

Client Changes

After ‘Design by Jo’ has launched the site and given full access, the client has the right to do *whatever they want with the site and may edit code or make changes. If the client does not inform ‘Design by Jo’ of any changes made and then later asks ‘Design by Jo’ to edit the site, ‘Design by Jo’ will not be responsible for overwriting the client’s alterations and will charge for the time to fix any issues.

For the addition of shops, forums, or any resource-intensive applications, please contact us before installing. We can discuss your needs and move your site to alternative hosting that will give you extra space and will be scalable as your business grows.

Hosting
Whilst ‘Design by Jo’ offers website and email hosting, no guarantees can be made as to the availability or interruption of this service and ‘Design by Jo’ cannot accept liability for losses caused by the unavailability, malfunction or interruption of this service, or for loss of turnover, sales, revenue, profits or indirect, consequential or special loss.

• Where ‘Design by Jo’ has agreed with the client that ‘Design by Jo’ will provide the hosting the client agrees that liability will not be attributed to ‘Design by Jo’ in the event of website downtime or the inability to operate the webpages or website.
• Where the client is hosting the site the client agrees that they are responsible for ensuring that their hosting environment is compatible with the code provided by ‘Design by Jo’. A charge for time spent if  ‘Design by Jo’ has to troubleshoot. This is defined by situations where the site was approved and ran correctly on ‘Design by Jo’s test server but not on the client’s server.
• If the client chooses not to use ‘Design by Jo’s hosting services, then the management and hosting are the full responsibility of the client.
• The fee payable to ‘Design by Jo’ for hosting the website will be payable by the client to ‘Design by Jo’ on a rolling yearly contract.
• In the event that the client fails to provide payment for hosting within 30 working days following the date payment is due ‘Design by Jo’ will suspend their site. ‘Design by Jo’ reserves the right to charge an administration fee of £50 for reactivating the website.
• In the event that payment is not received and the site is suspended for a period of 60 days or more, all files will be deleted and the site will be lost.
• If the client does not wish to renew the hosting, files and associated data can be made available to the client fee-free on request and the domain name can be transferred to the client’s registrar account. Should the client instruct ‘Design by Jo’ to upload and configure the site and domain name to a third-party server this work will be subject to charge.

Fair Use Policy
The fair use policy covers account usage and content and is in place to protect ‘Design by Jo’s network and customers from abuse that may affect other sites or services hosted on the network.

Client shall not use ‘Design by Jo’s services for any of the following.

• in any way that breaches any applicable local, national or international law or regulation;
• in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
• for the purpose of harming or attempting to cause harm to others;
• to send, knowingly receive, upload, download, use or reuse any material which does not comply with ‘Design by Jo’s content standards as set out in this policy;
• to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
• to knowingly transmit any data, send or upload any material that contains viruses, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.

Media Files
Please ensure that videos are embedded and are not uploaded to a site. Keep a check on media files, and only store images that are used by the site. If more space or advice on storage is needed, please get in touch.

Email Accounts
If the client has an email account with ‘Design by Jo’, it is the client’s responsibility to ensure that mail is regularly collected and removed from our server. Periodical maintenance may be carried out on the email box and emails older than 6 months are deleted. Clients must not use the email hosting for inappropriate content and other undesired emails which can result in spamming or infecting the server. Under such circumstances, immediate action will be taken and the required files and data will be deleted without any prior notice.
Mailbox Quota Warnings
We strongly advise against keeping mail on the server. If a mailbox contains an excessive amount of mail and exceeds the maximum quota of 500 MB, ‘Design by Jo’ reserves the right to remove older mail, starting with ‘spam’ and/or ‘deleted’ folders from the mailbox to reduce its size.
Mailboxes Must Be Kept Within Quota Limits
The client will receive two notifications at 70% and 80% instructing them to reduce the mailbox size. If the client does not reduce the mailbox size and the quota reaches the maximum allowance, the client will receive a final notification before mail is removed.

Server Resources and Network Usage
It is at ‘Design by Jo’s sole discretion to determine whether a website is deemed to be using excessive resources, if a site is deemed to be doing so ‘Design by Jo’ will recommend remedial action which may include:

• The option to reduce resource usage through the modification of the client’s application.
• Upgrade to a non-shared plan.
• If the client chooses not to take remedial action then the website or application will be disabled to prevent it adversely affecting other clients.
• ‘Design by Jo’ reserves the right to shut down or remove any scripts that pose a potential security risk or which are deemed by us, and at our sole discretion, to be adversely affecting server performance or network integrity.

Banned Content
The material must not:

• contain any material which is defamatory to any person;
• contain any material which is obscene, offensive, hateful or inflammatory;
• contain any material that is pornographic;
• promote violence;
• promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
• infringe any copyright, database right or trade mark of any other person;
• be likely to deceive any person;
• be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
• promote any illegal activity;
• be threatening, abusing or invading another’s privacy, or cause annoyance, inconvenience or needless anxiety;
• be likely to harass, upset, embarrass, alarm or annoy any other person;
• be used to impersonate any person, or to misrepresent your identity or affiliation with any person;
• give the impression that they emanate from us, if this is not the case; or advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.

Hosting Suspension and Termination
‘Design by Jo’ will determine, at our discretion, whether there has been a breach of this policy through the client’s use of our services. When a breach of this policy has occurred, we may take such action as we deem appropriate.

Failure to comply with this policy may result in our taking all or any of the following actions:

• remove infringing content from any website hosted by us without notice;
• immediate, temporary or permanent withdrawal of the right to use our services.
• immediate, temporary or permanent removal of any posting or material uploaded by the client to any site hosted by us.
• issuing of a warning to the client.
• disclosure information to law enforcement authorities as we reasonably feel is necessary.

Responses described in this policy are not limited, and we may take any other action we reasonably deem appropriate. Where we become aware of any issue related to the content or use of our services which could have an adverse impact on our network, systems or other customers of ours, we reserve the right to immediately suspend or deactivate the services and the client’s account. Where reasonably possible we shall inform the client of such action before it is taken.

Warranties and Representations

Client represents, warrants and covenants to ‘Design by Jo’ that

1. the client owns all rights, titles, and interests in, or otherwise has full right and authority to permit the use of the client’s content,
2. to the best of the client’s knowledge, the content is accurate, legal, conforms to ethical standards of the client’s industry, does not infringe the rights of any third party, and use of the content as well as any Trademarks in connection with the project does not and will not violate the rights of any third parties,
3. client shall comply with the terms and conditions of any licensing agreements which govern the use of third-party materials, and
4. client shall comply with all laws and regulations as they relate to the services and work.
5. ‘Design by Jo’ hereby represents, warrants and covenants to the client that we will provide the services in a professional manner and in accordance with all standards for such services.
6. ‘Design by Jo’ further represents, warrants and covenants to the client that (i) except for third-party materials and client content, the final work shall be the original work of ‘Design by Jo’ and/or designer agents, (ii) if the final work includes the work of designer agents, ‘Design by Jo’ shall have secured agreements from the designer agents granting all necessary rights, title and interest in and to the final works sufficient for ‘Design by Jo’ to grant the intellectual property rights provided in this agreement, and (iii) to the best of our knowledge, the final works (excluding client content and third party materials), and use of same in connection with the project, will not violate the rights of any third parties. Client acknowledges that ‘Design by Jo’ will not conduct any type of intellectual property clearance search (e.g., copyright, trademark, utility patent or design patent searches). If a client or any third party authorized by the client modifies or uses the work outside the scope of rights granted in this agreement, or otherwise in violation of this agreement, all representations and warranties of ‘Design by Jo’ shall be void.
7. Except for the express representations and warranties stated in this agreement, ‘Design by Jo’ makes no warranties whatsoever. ‘Design by Jo’ explicitly disclaims any other warranties of any kind, either express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose or compliance with laws, government rules or regulations applicable to the project.

Indemnification/Liability
By Client. Client agrees to indemnify, save and hold harmless ‘Design by Jo’ from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach of the client’s responsibilities or obligations, representations or warranties under this agreement. Under such circumstances ‘Design by Jo’ shall promptly notify the client in writing of any claim or suit; (a) the Client has sole control of the defence and all related settlement negotiations; and (b) ‘Design by Jo’ provides the client with commercially reasonable assistance, information and authority necessary to perform the client’s obligations under this section. The client will reimburse the reasonable out-of-pocket expenses incurred by ‘Design by Jo’ in providing such assistance.

By ‘Design by Jo’. ‘Design by Jo’ agrees to indemnify, save and hold harmless the client from any and all damages, liabilities, costs, losses or expenses (collectively “Liabilities”) arising out of any meritorious claim, demand, or action by a third party which is inconsistent with ‘Design by Jo’s representations and warranties made herein, except in the event any such liabilities arise directly as a result of the client’s gross negligence or misconduct, provided that (a) Client promptly notifies ‘Design by Jo’ in writing of the claim; (b) ‘Design by Jo’ shall have sole control of the defence and all related settlement negotiations; and (c) Client shall provide ‘Design by Jo’ with the assistance, information and authority necessary to perform ‘Design by Jo’s obligations under this section. Notwithstanding the foregoing, ‘Design by Jo’ shall have no obligation to defend or otherwise indemnify the client for any claim arising out of or due to client content, third-party materials, modifications of or content added to the work by the client or third parties, improper or illegal use of work, use of work not authorized under this agreement, or the failure to update or maintain work.

Settlement Approval. The indemnifying party may not enter into any settlement agreement without the indemnified party’s written consent.

Limitation of Liability. The services and the work of ‘Design by Jo’ are provided “as is.” In all circumstances, the maximum liability of ‘Design by Jo’, employees, design agents and affiliates, to the client for damages for any and all causes whatsoever, and the client’s maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the total project fee of ‘Design by Jo’. In no event shall ‘Design by Jo’ 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, even if ‘Design by Jo’ has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.

Agreement Termination

This agreement may be terminated for convenience at any time by either party effective immediately upon notice, or the mutual agreement of the parties, or for cause if any party:

1. becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors; or
2. breaches any of its material responsibilities or obligations under this agreement.

In the event of termination, ‘Design by Jo’ 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 ‘Design by Jo’ and/or designer agents as of the date of termination, whichever is greater; and the client shall pay any outstanding additional costs and costs of changes incurred through the date of termination. In the event of termination for convenience by the client, the client shall not have rights to use the work except upon written consent from ‘Design by Jo’ provided after such termination.

In the event of termination for convenience by ‘Design by Jo’ or for cause by the client, and upon full payment of compensation as provided herein, ‘Design by Jo’ grants to the client such right and title as provided for in this agreement with respect to work provided to, and accepted by the client as of the date of termination.

Upon expiration or termination of this agreement: (a) each party shall return or, at the disclosing party’s request, destroy the confidential information of the other party, and (b) other than as provided herein, all rights and obligations of each party under this agreement, exclusive of the services, shall survive.

Work Stoppage Option. If ‘Design by Jo’ has grounds to terminate this agreement for a breach, ‘Design by Jo’ may elect to suspend work until the client cures the breach and agrees to amend the proposal to adjust fees, including suspension fees, and schedules as reasonably required by ‘Design by Jo’.

General

Modification/Waiver. A waiver of any right under the contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

No Assignment. Neither party may assign, whether in writing or orally, or encumber its rights or obligations under this agreement or permit the same to be transferred, assigned or encumbered by operation of law or otherwise, without the prior written consent of the other party, except that this agreement may be transferred or sold as part of a transfer or sale of the assigning party’s entire business or portion thereof relating to the project.

Governing Law and Dispute Resolution. In the event of a dispute arising out of this agreement, the parties agree to attempt to resolve any dispute by negotiation between the parties. If they are unable to resolve the dispute, either party may commence mediation and/or binding arbitration through a forum mutually agreed to by the parties. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this contract or its subject matter or formation (including non-contractual disputes or claims).

Severability. Whenever possible, each provision of this agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this agreement is held invalid or unenforceable, the remainder of this agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.

Interpretation. Section headings are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this agreement nor otherwise be given any legal effect. Any design terminology shall be defined according to standard design industry usage, and any dispute as to the meaning or scope of design terminology shall be determined by ‘Design by Jo’ in good faith. Any other ambiguities shall be resolved with the most reasonable and legally valid construction, without regard to authorship of such provisions.

Integration. This agreement comprises the entire understanding of the parties hereto on the subject matter herein contained, and supersedes and merges all prior and contemporaneous agreements, understandings and discussions between the parties relating to the subject matter of this agreement. In the event of a conflict between the proposal and any other agreement documents, the terms of the proposal shall control.

We may revise this policy at any time by amending this page.