Terms and Conditions
In these Terms and Conditions:
‘Client’ means a Client for whom AW design has agreed to perform design and/or development services pursuant to a Proposal.
‘Project’ means the design and/or development services which are the subject of this Agreement, as detailed in the Proposal.
‘Proposal’ in relation to a Client means the written proposal document pursuant to which AW Design has offered to perform design and/or development services.
‘This Agreement’ means the agreement concluded between AW Design and the Client in relation to design and/or development services the terms of which comprise the Proposal (as amended or supplemented from time to time) and these Terms and Conditions.
Rights and Ownership
All services provided by AW Design shall be for the exclusive use of the Client other than for AW Design’s promotional use. Upon payment of all fees owing under this Agreement, the following reproduction rights for all approved final designs created by AW Design for the Project shall be granted:
• Client to gain full transferable rights to brand identity.
• Client to gain full license to reproduce works through commercial printers.
The Client shall be entitled to full ownership of all final artwork created by AW Design during the Project upon full payment of the agreed fee. This does not include ownership of any materials licensed by AW Design such as: Fonts, WordPress Themes / Plugins in respect of which the Client will be required to obtain its own licence or registration.
Intellectual property rights
“Intellectual property rights” means all patents, rights to inventions, copyright (including rights in software) and related rights, trademarks, service marks, get-up and trade names, internet domain names, rights to goodwill or to sue for passing off, rights in designs, database rights, rights in confidential information (including know-how) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or shall subsist now or in the future in any part of the world.
First, you guarantee that all elements of text, images or other artwork you provide are either owned by your good selves or that you’ve permission to use them. When you provide text, images or other artwork to us, you agree to protect us from any claim by a third party that we’re using their intellectual property.
We guarantee that all elements of the work we deliver to you are either owned by us or we’ve obtained permission to provide them to you. When we provide text, images or other artwork to you, we agree to protect you from any claim by a third party that you’re using their intellectual property.
Upon payment by the Client of all fees owing under this Agreement, and provided that this Agreement hasn’t been terminated before completion of the Project, we’ll assign all intellectual property rights owned by AW Design to the Client as follows:
Ownership of all intellectual property rights of text, images, site specification and data provided by the Client shall remain with the Client (or, where relevant, the third party from whom the Client has obtained them).
The Client will own the website including the visual elements created by AW Design. AW Design will give to the Client the source files. AW Design shall not be required to keep a copy of these files and so it shall be the Client’s responsibility to maintain and otherwise keep them safe.
AW Design shall retain ownership of any intellectual property rights that it has developed prior to, or separately from this Project and which has not been paid for by the Client. AW design will continue to own the unique combination of these elements that constitutes a complete design and agrees to license its use to the Client and in perpetuity solely for the purposes contemplated by this Project, unless AW Design agrees otherwise in writing.
Any artwork, images, or text supplied by AW Design and sourced from AW Design’s suppliers on behalf of the Client, will remain the property of AW Design’s suppliers unless otherwise agreed in writing by AW Design.
A licence is granted to the Client for use of the copyrighted material solely for the Project and not for any other purpose.
Any ongoing licences required or any further licence fees or fees for upgrades for any software, plugin, code or other third-party material used in a Project are the responsibility of the Client.
By supplying text, images, code and other data or materials to AW Design for inclusion in the Client’s Project, the Client:
- declares that it holds the necessary intellectual property rights or permissions, including copyright and/or trademark permissions, required for the Project;
- grants AW Design permission to use this material freely for the purpose of the Project; and
- agrees to indemnify and hold harmless AW design from any and all claims in relation to any unlawful or unauthorised use of any intellectual property rights or permissions.
Should the Client or AW Design supply images, text or any other file for use in the Project believing it to be copyright and royalty-free, which subsequently is deemed to have such copyright or royalty usage restrictions, the Client agrees to allow AW Design immediately to remove the file from the Client’s website.
AW Design may contract with third-party creative professionals and suppliers to provide services such as photography, printing and web design/development. The Client may be required to enter into a separate license agreement with the relevant third-party party professionals.
Where such contracting adds to the Project cost, the Client will first be asked for permission to proceed. No project will commence on the assumption that third-party services might be required for project completion. Such details will be finalised prior to Project commencement unless requested by the Client at a later date.
Web Design / Development Specifics
The Client will have the opportunity to review AW Design’s work and provide feedback through the development site, and through regular contact via email, phone or video conference.
WordPress Plugin & Theme licenses
The client is responsible for renewing licenses to any premium Plugins / Themes used on their website. AW Design will not be held responsible for any costs or damages incurred due to website downtime / functionality issues as a result of outdated plugins / themes with expired licenses.
WordPress Plugins & Theme updates (post-launch)
After the website has been launched and signed off by the client, It is the responsibility of the client to update any WordPress core files, themes or plugins, unless agreed separately, for example, within a Website Care Plan contract where AW Design has agreed in writing to perform certain updates.
AW Design will not be held liable for any damages caused by plugins / software that has been updated by the client and not fully tested, therefore causing the website to break or not function as expected.
If support and available updates for free or premium WordPress plugins and themes cease to be provided by the plugin/theme software developer which causes the website to break or not function as intended, AW Design will not be held liable to fix this after the website has been launched, unless agreed separately in writing between the Client and AW Design.
Website Care Plan (liability)
Unless otherwise agreed in writing, if the client makes any changes to the software or performs plugin/theme updates, or adds any new plugins, software or custom coding without consulting AW Design first whilst under a Care Plan contract, this will void the clients’ Care Plan contract with AW Design and our technical support will cease. A penalty fee (from £200) will be payable to reinstate the Care Plan. An additional fee will be payable to fix any issues that may have been caused by the client improperly making changes to the website software.
Beaver Builder Theme & Plugin / Ultimate Addons for Beaver Builder
When the Beaver Builder Theme, Beaver Builder Plugin and Ultimate Addons for Beaver Builder Plugin are used, AW Design will be running these under a developer license owned by AW Design. The client can use this license on their website after launch for as long as they are entered into a Website Care Plan contract OR receive regular updates to their website from AW Design. If the client decides to cancel their Care Plan contract OR no longer want to use our services, they will need to purchase their own license key for each item mentioned, to continue to benefit from support and regular software updates from the above-mentioned.
Beaver Builder Theme and Beaver Builder Plugin pricing: https://www.wpbeaverbuilder.com/pricing/
Ultimate Addons for Beaver Builder pricing: https://www.ultimatebeaver.com/pricing/
Supplying graphics and photographs
The Client should supply graphic files in an editable, vector digital format. It should supply photographs in a high-resolution digital (jpeg) format. If the Client chooses to buy stock photographs, AW Design can suggest stock libraries. If the Client wishes AW Design to search for stock images or provide photography services, a further sum is payable and a separate estimate will be provided for that which, if accepted, will be treated as forming part of the Proposal. Any sum payable for this extra work will be added to the final project invoice, which is payable before the website will be launched. Files can be shared through either Dropbox, Google Drive, or WeTransfer. AW Design will advise on this.
Website Software & coding
Browser testing no longer means attempting to make a website look the same in browsers of different capabilities or on devices with different size screens. It does mean ensuring that a person’s experience of a design should be appropriate to the capabilities of a browser or device.
AW Design tests its work in current versions of major desktop and mobile browsers. These include; Safari, Chrome, Firefox and Microsoft Edge. AW Design won’t test in other older browsers such as Internet Explorer unless agreed separately with the Client. If the Client requires an enhanced functionality for an older browser, a further sum is payable and a separate estimate will be provided for that which, if accepted, will be treated as forming part of the Proposal.
Mobile browser testing
Mobile browser testing using popular smaller-screen devices is essential in ensuring that a person’s experience of a design is appropriate to the capabilities of the device they’re using. AW Designs tests its designs in:
iOS 10+: Safari, Chrome, Edge
AW Design won’t test in Blackberry, Opera Mini/Mobile, specific Android devices, Windows or other mobile browsers unless agreed separately with AW Design. If the Client requires AW Designs to test using these, a further sum is payable and a separate estimate will be provided for that which, if accepted, will be treated as forming part of the Proposal.
Hosting & Technical Support
AW Design is not a website hosting company and so does not offer support for website hosting, email or other services relating to hosting. If the Client does not already have professional hosting or manage its hosting in-house, AW Design can assist in setting up an account for the Client at a third-party hosting provider. AW Design can set up the Client’s website on a server, plus any statistics software such as Google Analytics and AW Design can provide a separate estimate for that. A further sum is payable for this work and a separate estimate will be provided for that which, if accepted, will be treated as forming part of the Proposal. Note that this work relates only to the initial setting up of the website and the Client would be responsible for any updates to, and the general ongoing management of, that server.
It is the Client’s responsibility to make sure that its WordPress website is updated with latest software and plugin updates to ensure it always runs the way that it should. If the Client would like AW Design to manage this as well as providing additional managed services, AW Design will be happy to arrange this via one of our Care Plans. Details and costs as outlined in the Proposal.
AW Design will not be held liable for any costs incurred to the Client as a result of failure of service from the hosting provider e.g. server security issues or downtime. It is the sole responsibility of the Client to determine whether the hosting provider is fit for the Client’s needs.
Search engine optimisation (SEO)
AW Design cannot guarantee any improvement to a search engine ranking, nor can it promise to get a site higher up or to the ‘top of Google’, but AW Design builds every site in a way that is accessible to search engines in an effort to increase its chances.
AW Design can provide separate, Advanced SEO Audit to greater improve your website’s search engine ranking for an additional cost as outlined in the Proposal.
A further sum is payable for this work and a separate estimate will be provided for that which, if accepted, will be treated as forming part of the Proposal. Any sum payable for this work shall be payable at the same time as the initial deposit and on the same basis that work will not commence before that payment is made.
Changes and revisions
The price in the Proposal is based on the number of weeks that AW Design estimates that it needs to accomplish everything which the Client has advised that it wishes to achieve. This caters for a reasonable amount of revisions that the Client may request as long as these are not deemed to require a substantial change to work already completed. As detailed in the Proposal, in the event that the number of changes requested by the Client will, in AW Design’s opinion, serve to extend the Project by more than 3 days, then AW Design reserves the right to issue a revised timetable and, where necessary, revised fees, which must be agreed by the Client before AW Design is able to proceed with any further work on the Project. Where the Client accepts AW Design’s revised timetable and fees, those revisions will be treated as amending and forming part of the Proposal for the purposes of this Agreement. This does not affect the Client’s obligation to pay for work already in progress in accordance with the then-existing terms of the Proposal.
Post-Launch: Unless otherwise agreed in writing, AW Design will not perform any revisions to the website design or functionality after the website has been launched and the client has paid the final project invoice.
AW Design issues invoices electronically. The due date for payment is 30 days from the date of invoice (unless otherwise stated on the invoice) by BACS except for deposit invoices which are payable immediately and before any work shall commence. Web design/development projects will require payment of the balance before AW Design will launch the website.
All prices are quoted in pound sterling and payments will be made at the equivalent conversion rate at the date the transfer is made.
The Client agrees to pay all charges associated with international transfers of funds. The appropriate bank account details will be printed on our electronic invoice. Without prejudice to any other rights it has under this Agreement, AW Design reserves the right to charge interest on all overdue debts at the rate of 5% per month or part of a month or, if higher, at the rate specified under the Late Payment of Commercial Debts (Interest) Act 1998.
Website design / development:
Fixed price: save as set out otherwise in the Proposal or Quotation, for all website design/development Projects, the Client will make a 50 percent deposit prior to work commencing. The Project will be scheduled by AW Design including any milestone payments as detailed in the Proposal. The deposit shall become due and payable immediately upon the Client accepting the offer contained in the Proposal and is non-refundable. The website will not be launched until the final remaining balance is paid in full.
All other work:
Fixed price: save as set out otherwise in the Proposal or Quotation, for all Projects (not including web design / development) the Client will make a 50 percent deposit prior to work commencing (unless otherwise stated in the Proposal or Quotation). The Project will be scheduled once the deposit is received by AW Design unless otherwise detailed in the Proposal or Quotation. The deposit shall become due and payable immediately upon the Client accepting the offer contained in the Proposal and is non-refundable. The remaining balance is payable to AW Design upon completion of the Project and any original artwork will not be supplied to the Client until paid in full.
Hourly / daily rate: Payment to AW Design upon invoicing at either monthly intervals or at AW Design’s discretion. Further design work will not continue until an invoice is paid.
Rights of Access
The Client agrees to supply AW Design with all necessary materials, electronic or otherwise, required to create and complete the Project and/or contract, and to supply them in a timely manner to enable AW Design to perform the services within the timeframes set out in the Proposal.
The Client agrees to allow AW Design all access necessary to computer systems and other locations, as well as, where available, access to the Client’s technical and other staff, in each case as required to enable AW Design to complete the Project in accordance with the terms of this Agreement. The Client also agrees to provide and allow AW Design free use for the purposes of the Project of all necessary login details (Client usernames and passwords), and necessary read/write permissions.
If at any time during this Agreement:
- the Client ceases to communicate (whether face-to-face, by telephone, or email) for a continuous period of 90 days;
- the Client makes a written request for cancellation of the Project;
- any amount payable by the Client has remained outstanding for more than 30 days; or
- the Client suffers an Insolvency Event;
AW Design shall be entitled to serve notice of immediate termination of this Agreement whereupon:
- this Agreement shall terminate, but without prejudice to those terms which are intended to survive termination;
- the Client shall pay 1) a cancellation fee in an amount equal to the higher of (a) 25% of the total agreed Project fee; or (b) the number of hours worked by AW Design which remain un-billed, at the rate of £50 per hour. and 2) A sum equal to all out of pocket expenses and other 3rd party supplier costs incurred by AW Design which have not already been reimbursed by the client.
For this purpose ‘Insolvency Event’ in relation to the Client means where the Client convenes a meeting of its creditors (or, being an individual, is made bankrupt) or if a proposal is made for a voluntary arrangement or for any other composition, scheme or arrangement with the Client’s creditors or if the Client is unable to pay its debts (within the meaning of the Insolvency Act 1986) or if a trustee, received, administrative receiver or similar officer is appointed in respect of all or any part of the Client’s business or assets or if a petition is presented or a meeting is convened for the purpose of considering a resolution, or other steps are taken, for its winding up or for the making of an administration order.
Upon termination, all intellectual property rights created by AW Design in the course of the Project shall remain with AW Design and the Client shall not otherwise be entitled to the benefit of any part of the work undertaken by AW Design prior to termination.
Upon termination, the Client shall forthwith return to AW Design any hard copy materials in its possession relating to the Project. Any digital materials must be permanently removed from their systems without the possibility of retrieval.
Credits for Design
The Client irrevocably agrees at all times during and after completion of the Project or other termination of this Agreement (howsoever arising):
- to allow AW Design to place a small credit on printed exhibition displays, advertisements and to link to AW Design’s own website on the Client’s website. This will be in the form of a small logo or line of text placed in the footer of the page.
- to allow AW Design to use any materials supplied or created for the Project, along where relevant with a link to the Client’s website for demonstration purposes, including for AW Design’s own publicity and portfolios.
AW Design’s office hours are Monday to Friday between 9am and 5pm GMT (excluding public holidays). AW Design will not generally be available outside of those times.
Limitation of AW Design’s liability
AW Design agrees that it will perform the services under this Agreement with reasonable skill and care but otherwise makes no warranties of any kind, express or implied, in relation to the services, or any products supplied in connection with the Agreement. All warranties, terms and conditions, express or implied, by statute or otherwise, are excluded, save to the extent not permitted by law
AW Design’s liability to the Client shall be limited as follows:
- AW Design’s total aggregate liability under or in connection with this Agreement shall be limited to the total amount of the fees paid by the Client under this Agreement;
- Except in respect of death or injury caused by AW Design’s negligence, AW Design shall not be responsible for any loss of anticipated savings, business, revenues or profits (whether categorised as direct or indirect) or any loss of goodwill or data or any indirect, special or consequential loss, in each case, howsoever arising, and whether in contract or in tort.
Without prejudice to the above, or any other rights of indemnity to which AW Design is entitled under this Agreement, the Client agrees to defend, indemnify and hold harmless AW Design, its agents and subcontractors, from and against any and all claims and liabilities (including, but not limited to, legal fees and expenses) arising in connection with the services undertaken by AW Design, to the extent caused due to the negligence, breach or other default on the part of the Client.
Further, the Client acknowledges that, in delivering the services under this Agreement, AW Design will necessarily be required to use third-party software and other products to build and support the Client’s website and deliver performance of other relevant services. While AW Design takes reasonable steps to quality-check the suitability and reliability of such third-party software, the Client accepts that the ongoing performance capabilities of such software are a matter entirely outside AW Design’s control. The Client, therefore, agrees that by making suggestions as to suitable third-party software, AW Design does not guarantee the ongoing availability or performance capabilities (including, but not limited to interfacing capabilities) of such software and will have no liability whatsoever for any performance issues arising in relation thereto.
The Client agrees that it is responsible for ensuring that any personal data it has supplied to AW Design has been collected within the terms of all applicable data protection legislation and shall remain responsible for ensuring that the inclusion and use of any such personal data on any website or in relation to any other design and/or development work carried out by AW Design pursuant to this Agreement will not give rise to any breach of data protection law.
The Client agrees to defend, indemnify and hold harmless AW Design and its agents and subcontractors, from and against any and all claims and liabilities (including, but not limited to, legal fees and costs) arising as a result of the Client’s breach of its obligation with respect to data protection law.
Both AW Design and the Client agree not at any time during or after this Agreement to divulge or allow to be divulged any Confidential Information relating to the other’s business or affairs, except as required by law or with the other’s consent.
In the case of Confidential Information relating to the Client’s business or affairs, AW Design’s obligation of confidentiality shall be limited to any information which the Client specifically notifies to AW Design as being Confidential Information for the purposes of this Agreement. Such notification must be made in writing to AW Design before commencement of the Project.
For this purpose, ‘Confidential Information’ means all and any information of whatever nature, including but not limited to technological, financial or business information.
AW Design shall not be liable for any default (nor deemed to be in breach of contract) for any delay due to any circumstance beyond its reasonable control.
If any part of any term of this agreement is held invalid, illegal or unenforceable for any reason that part of that term shall be severed and the remainder of the term shall continue in full force and effect.
This Agreement comprises the entire agreement between the parties as to its subject matter and superseded any prior agreements, arrangements or other understandings. The Client acknowledges that in entering into this Agreement it has not relied on any representations, warranties or other statements which are not expressly set out in this Agreement.
Assignment and third-party rights
Neither AW Design nor the Client shall have the right to assign or otherwise transfer their respective rights or obligations under this Agreement without the other’s written consent.
This Agreement is not intended to purport to confer any benefit on a third party pursuant to the Contracts (Rights of Third Parties) Act 1999.
This Agreement is governed by the laws of England and Wales and the Client submits to the exclusive jurisdiction of the courts of England and Wales.