Project Terms & Conditions

1. Authorization

The client is engaging North East Design Consultants (or NEDC) as an independent contractor for the specific purpose of developing a World Wide Web site to be installed on the client’s Web space located on an Internet Service Provider’s (ISP) server. Hereafter, the client will be known as the “Client” and North East Design Consultants (or NEDC) will be known as the “Developer.”

2. Maintenance

Ongoing maintenance by North East Design Consultants (or NEDC) will be billed at £40 per hour or at a cost to be agreed in advance.  Annual maintenance contracts are available. This is an additional service and, if desired, are beyond the charges of this agreement and will be included as an amendment at an agreed cost. Content management systems are available by way of a 12 month contract. This is an additional service and, if desired, are beyond the charges of this agreement and will be included as an amendment at an agreed cost.

3. Text

Final text will be supplied by the Client. Writing or content creation can be provided by North East Design Consultants (or NEDC) at a rate of £100 per hour. Transcription from non-digital media can be provided by North East Design Consultants (or NEDC) at a rate of £50 per hour. If preferred, a separate quote can be provided as an amendment to this agreement. All content provided by the client will be proof read and spell checked for mistakes. Failure to do this resulting in significant changes to the content at the snagging stage will be chargeable at the developer’s discretion.

4. Cross Browser Compatibility

This agreement includes the creation of a Web Site viewable in the latest versions of major browsers (including Internet Explorer, Chrome, Mozilla and Firefox and Opera.) Compatibility is defined herein as all critical elements of each page being viewable and functional in all browsers. Client is aware that some advanced techniques on the Internet may require a more recent browser version and brand or plug-in. Client is also aware that as new browser versions of browsers are developed, the new browser versions may not be backward compatible. In the absence of a Maintenance Agreement, time spent to redesign a site for compatibility due to the introduction of a new browser version will be separately negotiated and in addition to the base price of our agreement.

5. DDA

All sites are built to basic web specifications. If any additional compliance work is required to a site for the purpose of the DDA or to pass strict W3C standards this will be separately negotiated and in addition to the base price of our agreement.

6. Graphic Creation / Banner Advertisements

All graphics (photographs, logos, artwork, or other) will be provided by Client. Charges for creation of graphical elements by North East Design Consultants (or NEDC), if desired, are beyond the charges of this agreement and will be included as an amendment at an agreed cost.

7. Online Forms

One on-line form is included in the site build. Any additional forms required will incur a cost at the discretion of the Developer. Any on-line forms do not include the inclusion of an auto-responder. This is an additional service and, if desired, are beyond the charges of this agreement and will be included as an amendment at an agreed cost.

8. E-Commerce

No e-commerce or online purchasing functionality is included in this agreement. This is an additional service and, if desired, are beyond the charges of this agreement and will be included as an amendment at an agreed cost.

9. Databases

Database design and hosting are not included. This is an additional service and, if desired, are beyond the charges of this agreement and will be included as an amendment at an agreed cost.

10. Additional Developments, plug-ins and bolt-ons

Any or all developmental programming work, plug-ins or bolt-on’s remain the property of North East Design Consultants (or NEDC) or the respective 3^rd party developers. This is a non-negotiable clause.

11. Payment Terms / Work Flow

North East Design Consultants (or NEDC) basic hourly rate is £45 per hour. A minimum deposit of 1/3rd of the full amount is required to commence work. Within two weeks after the deposit is received by the Developer basic site design concepts will be put online for the Client’s viewing and approval. Communication between the Developer and the Client is crucial during this phase to ensure that the ultimate publication will match the Client’s taste and needs. Upon completion of this stage, the Client will be asked to confirm acceptance for the basic site design via e-mail or by signing a printed copy of the design. After 4 weeks an additional 1/3rd will be required.

Once this acceptance is received from the Client, the work necessary to complete the project will begin. Client agrees to provide Developer with any and all content, graphics, and other information necessary to complete the Web site within twenty eight (28) days of the date the Agreement is signed. Should Client not provide the Developer with all content, graphics, and other information within twenty eight (28) days of the date the Agreement is signed, payment in full for completed work will be due immediately and the contract will be considered completed. Upon completion of the Web site, an e-mail or letter and invoice will be sent to the Client advising the Client that the work has been completed. Final payment of the remaining balance plus any additional charges incurred will due within fifteen (15) business days after delivery of this e-mail or letter and invoice. If the fifteen (15) day minimum is not met, an additional charge of 10% is due. If payment is not made within thirty (30) days of notification, simple interest will accrue on the balance owed at a rate of 18% from the date the 10% penalty was levied. The Developer reserves the right to remove all Web content from the Internet if payment is not made within thirty (30) days after delivery of our completion notification.

8 weeks from project start the remaining 1/3^rd will be required to complete the outstanding balance. This is irrespective of if the site is complete.

Please note: Completion does not mean the site is live. It refers to the fact that the website can be moved to the live server for use by the client. The site will only be made live once final payment has been received.

The client understands and agrees to the following work structure:

• Design Brief (agreed to by signing this agreement).
• Design Visual (work started based on the contents of the Design Brief. Any amendments to the design which are contrary or additions to the Design Brief will be chargeable (at the developer’s discretion).
• Site Build (based on the Site Visual. Any changes to the design of the site once the Site Build has started will be chargeable (at the developer’s discretion).
• Addition Of Content (based on the Design Brief and Site Visual. Any changes to the page count and content structure at this stage will be chargeable (at the developer’s discretion).
• Site Checks & Snagging (any significant changes to the site design, structure, layout, content or functionality at this stage will be chargeable (at the developer’s discretion).
• Site Revisions (to be performed by the developer based on feedback from the client. Any significant changes to the site design, structure, layout, content or functionality at this stage will be chargeable (at the developer’s discretion).
• Completion (at which point the final payment will be due).
• Site Launch

After the site is launched any significant changes to the site design, structure, layout, content or functionality at this stage will be chargeable (at the developers discretion). The site will NOT be launched until final payment is received.

12. Client Amends

The Developer understands that the Client may request significant design changes to pages that have already been built to the Client’s specification or agreement. To that end, please note that our agreement does not include a provision for “significant page modification” or creation of additional pages in excess of those specified in the design brief above. If significant page modification is requested after a page has been built to the Client’s specification or agreement, additional charges will apply.

Some examples of significant page modification at the request of the Client include:

• Developing a new table or layer structure to accommodate a substantial redesign at the Client’s request.
• Recreating or significantly modifying the company logo graphic at the Client’s request.
• Replacing more than 50% of the content to any given page, or replacing more than 50% of the content to the whole site at the Client’s request.
• Creating a new navigation structure or changing the link graphics at the Client’s request.
• Changing the design or layout of the site once the build has commenced.

Clients who anticipate frequently changing the look of their site during the design process and Clients who desire to be intricately involved design of each page are encouraged to negotiate an agreement which exceeds the scope in design brief above. If significant page modification is requested by the Client beyond the scope of design brief the charge will be £150/hour. Moderate changes, however, will always be covered during our development of the site; however this is at the discretion of the Developer.

Work flow is described in section 11 of this contract and thus any significant modifications are also described there-in.

13. Maintenance Agreements

Maintenance Agreements are negotiated on a Client by Client basis as each Client will have differing needs. This is another way the Developer seeks to help the Client control cost. No maintenance is included in this agreement. If ongoing maintenance is desired pricing will be included in an amendment to this agreement.

Developer offers two kinds of maintenance agreements. In one, the Client pays a fixed monthly rate for such things as changing price to an item, adding additional inventory, making moderate graphic changes, and coordinating delivery of the Web site with the Host Provider. In the other agreement, the customer pays on an ‘as needed’ hourly basis. 

14. Third Party or Client Page Modification

Some Clients will desire to independently edit or update their Web pages after completion of the site as a way to control costs and avoid the expense of a Maintenance Agreement. This is always an option for Clients of the Developer. Note however, that if this option is selected and the Client or an agent of the Client other than the Developer attempts to update the Web site and damages the design or impairs the ability for the Web pages to display or function properly, time to repair the Web pages will be assessed at an hourly rate of £125. There is a one hour minimum.

Basic training is give on site completion of the WordPress platform. This is to be no longer that 1 hour. If longer is required this is by prior agreement and may be charged at the developers standard hourly rate.

15. Creation of Archival CD

The Developer will create one copy of the Client’s Web site on CD at the Client’s request upon completion of the site. Additional copies of the CD are available for £25.00 each.

16. Search Engine Registration

The Developer will optimize the Client’s Web site with appropriate titles, keywords, descriptions and text for basic search engine rankings. The Developer also offers advanced search engine optimization and site promotion services. If advanced search engine optimization and site promotion services are desired pricing will be included in an amendment to this agreement. North East Design Consultants (or NEDC) do not guarantee search engine placements of ranking.

17. Assignment of Project

The Developer reserves the right to assign certain subcontractors to this project. The Developer warrants all work completed by subcontractors for this project.

18. Additional Expenses

Client agrees to reimburse the Developer for any critical Client requested expenses necessary for the completion of the project. Examples would be:

• Purchase of specific fonts at the Client’s request,
• Purchase of specific photography at the Client’s request.
• Purchase of specific software at the Client’s request.

19. Copyrights and Trademarks

The Client represents to the Developer and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to the Developer for inclusion in the Client’s Web site are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend the Developer and its subcontractors from any claim or suit arising from the use of such elements furnished by the Client.

20. Security and Back-up

The Developer will back the site up into 3 separate secure locations. In the event of a server outage or corruption on the site files (regardless of fault), the developer will restore the site from one of these additional locations. The site is backed up weekly. The client agrees that there may be upto and including 7 days’ worth of data lost if the site is restored from a backup. This clause is null and void if the site is hosted on servers independent of the Developers.

21. Limited Liability

Client agrees that any material submitted for publication will not contain anything leading to an abusive or unethical use of the Web Hosting Service, the Host Server or the Developer. Abusive and unethical materials and uses include, but are not limited to, pornography, obscenity, nudity, violations of privacy, computer viruses, harassment, any illegal activity, spamming, advocacy of an illegal activity, and any infringement of privacy. Client hereby agrees to indemnify and hold harmless the Developer from any claim resulting from the Client’s publication of material or use of those materials.

On discovery of abusive and unethical materials and uses the developer maintains the right to hereby remove the offending materials/shut down the website (whichever is deemed appropriate).

22. Indemnification

Client agrees that it shall defend, indemnify, save and hold the Developer harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney’s fees associated with the Developer’s development of the Client’s Web site. This includes Liabilities asserted against the Developer, its subcontractors, agents, clients, servants, officers and employees, 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, employee or assigns. Client also agrees to defend, indemnify and hold harmless the Developer against Liabilities arising out of any injury to person or property caused by any products or services sold or otherwise distributed over the Client’s Web site. This includes infringing on the proprietary rights of a third party, copyright infringement, and delivering any defective product or misinformation which is detrimental to another person, organization, or business.

23. Laws Affecting Electronic Commerce

The Client agrees that it is responsible for complying with the laws, taxes, and tariffs related to e-commerce, and will hold harmless, protect, and defend the Developer and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the client’s use of Internet electronic commerce. Client also understands that the

Developer cannot provide legal advice.

24. Ownership of Web Pages and Graphics

Copyright to the finished assembled work of Web pages produced by the Developer and graphics shall be vested with the Client upon final payment for the project. This ownership is to include, design, photos, graphics, source code, work-up files, text and fonts created on behalf of the Client for completion of this project. Any additional programming and development remain the property of North East Design Consultants (or NEDC) unless specifically agreed beforehand. Any 3^rd party software, plug-ins or bolt-ons shall remain the property of the 3^rd party developer.

25. Forums/Chat Rooms

Any forum or chat room created by the Developer is outside the control and moderation of the Developer. The Client agrees to ensure that any chat room/forum on the clients site is moderated and policed and will not contain anything leading to an abusive or unethical use of the Web Hosting Service, the Host Server or the Developer. Abusive and unethical materials and uses include, but are not limited to, pornography, obscenity, nudity, violations of privacy, computer viruses, harassment, any illegal activity, spamming, advocacy of an illegal activity, and any infringement of privacy. Client hereby agrees to indemnify and hold harmless the Developer from any claim resulting from the Client’s publication of material or use of those materials.

On discovery of abusive and unethical materials and uses the developer maintains the right to hereby remove the offending materials/shut down the forum/website (whichever is deemed appropriate).

26. Design Credit

Client agrees that the Developer may put a by-line on the bottom of their primary or ‘home’ Webpage establishing design and development credit. Client also agrees that the Web site created for the Client may be included in the Developer’s portfolio.

27. Nondisclosure

The Developer its employees and subcontractors agree that, except as directed by the Client, it will not at any time during or after the term of this Agreement disclose any Confidential Information to any person whatsoever. Likewise, the Client agrees that it will not convey any confidential information obtained about the Developer to another party.

28. Completion Date

The Developer and the Client must work together to complete the Web site in a timely manner for both parties to remain profitable. A rough draft will be available online within two weeks after receipt of deposit. Site will be completed within four weeks after approval of rough draft.

Client agrees to provide Developer with any and all content, graphics, and other information necessary to complete the Web site within twenty eight (28) days of the date the Agreement is signed. Should Client not provide Developer with all content, graphics, and other information within twenty eight (28) days of the date the Agreement is signed, payment in full for completed work will be due immediately and the contract will be considered completed.

29. Cancellation

Cancellation of the project at the request of the Client must be made by certified letter. In the event that work is postponed or cancelled at the request of the Client by registered letter, the Developer shall have the right to retain the original 1/3 deposit. In the event this amount is not sufficient to cover the Developer for time and expenses already invested in the project additional payment will be due. If additional payment is due, this will be billed to the Client within 10 days of notification via registered letter to stop work. Final payment will be expected under the same terms as listed in Section 13 above.

NEDC reserve the right to cancel the project and make additional charges if the project is deemed to be untenable. Reasons include (but are not exclusive):

• Failure to give feedback on project development when required
• Unreasonable delivery time of content
• Constant failure to return phone calls or respond to emails
• Any other lack of communication
• Behaviour none conducive to the completion of the project
• Unreasonable demands for site/content revisions after stages have been completed

At this point the contract will be deemed at an end and the quoted price for completion it voided. NEDC will then send an invoice for the actual time spent in the project development as well as administration charges. At this time the Developer shall have the right to retain any fees paid. In the event this amount is not sufficient to cover the Developer for time and expenses already invested in the project additional payment will be due. If additional payment is due, this will be billed to the Client within 10 days of notification via registered letter giving notification of frustration of contract.

30. Arbitration

Any disputes in excess of £1,000 (or the maximum limit for small claims court) arising out of this Agreement shall be submitted to binding arbitration before a mutually agreed upon Arbitrator. The Arbitrator’s award shall be final, and judgment may be entered in any court having jurisdiction thereof. The Client shall pay all arbitration and court costs, reasonable attorney’s fees and legal interest on any award or judgment in favour of the Developer.

31. Entire Understanding

This contract and the Appendices attached thereto constitute the sole agreement between the Developer and the Client regarding this project. It becomes effective only when signed by both parties. It is the spirit of this agreement that this will be a mutually beneficial arrangement for the Client and the Developer.

Both parties warrant that they have read and understand the terms set forth in this agreement.