1. Authorisation
The named client (hereafter referred to as the “Client”) is engaging Huckleberry Media (hereafter referred to as the “Developer”) for the specific purpose of developing and/or improving a website to be installed on the Developers web space.
Huckleberry Media’s address is Unit 23100, PO Box 7169, Poole, Dorset, BH15 9EL. Please note that we do not accept visitors to this address.
2. Changes to Terms
The Developer reserves the right to alter these terms at anytime, without prior notice or warning. All changes or modifications will come into effect immediately upon posting to them to the Developers website.
In the unlikely event that the Developer is unable to fulfil part of a previous agreement – a refund or an alternative will be offered.
3. Changes to Pricing
The Developer reserves the right to change their prices at anytime, without prior notice. Any quoted prices on the website are only “guide prices” and actual quotes may differ.
Existing agreements and quotes will be based on prices applicable at the time of purchase, for the initial website development. However, the most up-to-date prices will be immediately applicable to site management and ongoing costs – this includes, but is not limited to, the cost of additional pages, modifications or hosting for example.
4. Workflow and Development Process
The total time to complete a project varies depending on the size and complexity of a website, and the speed at which the Client communicates and provides their content to the Developer; therefore no guarantees can be made.
Our workflow through to completion is as follows:
- Consultation – The Client will brief the Developer of their requirements and specifications
- Proposal – The Developer will provide the Client with a development proposal including layout designs along with a cost breakdown
- Deposit – Once a proposal is accepted by the Client, a deposit of 30% of the total amount will be due before work commences (refer to “payment” section)
- Content – The Client must provide all content requested by the Developer within 14 days of the initial deposit
- Proofing – Once the design and content have been produced, the Client will be required to proof check the website
- First approval – At the proof check stage we require sign-off of the design and content provided by the Client
- Amendments – The Client can provide the Developer with any amendments to the text, imagery or layout at this stage. Any amendments at this stage are final and further changes will incur our hourly rate (charged in 30 minute intervals), currently at £45 per hour.
- Completion – Once amendments have been made, all services in the agreement will have been fulfilled and the project considered complete
- Full payment – The remaining 70% of the total balance is due, plus any other costs incurred before “going live”
- Going live – Your new website will be made available on the Internet
5. Consultations and Communication
The Client must provide their business details, their requirements and/or specification to the Developer. The Developer will only meet with or visit the Client, or designated representatives, at their own discretion. Face-to-face meetings are not essential for development, however they are recommended.
No quote or consultation fees will apply unless stated in advance by the Developer.
All advice given to the Client by the Developer is given in goodwill; the Client understands that the Developer cannot provide legal advice and that they are solely responsible for the resulting consequences of any decision made based on the recommendations or advice given by the Developer.
6. Payment
Payment Methods Accepted
The Developer only accepts bank transfers or credit/debit cards as payment methods.
The Client is responsible for ensuring that the Developer receives payments in a timely manner.
Deposit
The Developer requires a 30% deposit to commence work. Alternatively, the Client can pay any amount up to 100% up-front if they would like to do so.
Additional Expenses
Additional expenses are costs incurred by the Developer to obtain assets or services which were not included in the original agreement.
The Developer must inform the Client of the cost prior to obtaining assets or services.
The Client agrees to reimburse the Developer for any Client requested expenses, such as the purchase of photography, during the project.
All fees and additional expenses incurred during the project must be paid upon completion.
Completion
The Developer will inform the Client upon completion of the project.
Full payment of the remaining 70% balance, plus any fees or additional expenses incurred, must be paid upon completion.
Failure to provide payment
If any payment is not received from the Client when it is due, no further work will be completed until the necessary payment is received in full.
The Developer reserves the right to execute what they deem as appropriate actions to secure assets and or valid payment. This may include, but is not limited to: reclaiming work, designs, planning, content and files; removing features; changing the account passwords for facilities, such as Google Analytics or web hosting; taking a website, its files, and services offline (suspension or termination); or legal action.
If a payment delay is anticipated, the Client must alert the Developer to discuss potential problems in advance.
Alternative arrangements may only be made at the Developers discretion.
For non-payment of hosting and/or email services, please see 19. Termination and Refunds Policy
7. Design and Development
Unless otherwise stated – this agreement relates to the creation of a website.
Specific details of the agreement, and the features which are included, are outlined either on the Client’s contract/proposal or on a receipt/invoice.
Search Engine Optimisation (SEO)
This agreement relates to the use of on-page SEO techniques to optimise the Clients website. This includes, but is not limited to: creating unique, accurate page titles; use of the “description” Meta tag; use of the “copyright” Meta tag; use of the “keywords” Meta tag; alternate image text; efficient URL structure; and other practices deemed necessary or appropriate by the Developer.
No guarantees can be made regarding the effectiveness of this service.
Cross-Browser Comptibility
Compatibility is defined as all critical elements of a page being viewable in multiple web browsers. Our agreement relates to the creation of a website viewable by the most common web browsers. The website will be tested for compatibility using the latest versions of Microsoft Internet Explorer, Mozilla Firefox, and Google Chrome, unless otherwise stated.
The Client should be aware that some advanced features online may require visitors to use a more recent browser version.
Different browsers and versions to those specified, such as Apple Safari and Opera, are highly likely to also be compatible; however, the Client understands that the Developer does not test on other browsers extensively.
Site Management and Updates
After this agreement has been completed, the Developer is not required to update the Clients website without receiving additional payment.
All content, files, designs and other, will remain “live” online as long as a hosting payment is made when the current hosting period is due to expire.
Only the Developer may access the web host provider or the domain name account if they were provided free of charge for the Client.
The Client is required to pay the Developer to update content or to modify the website in any way.
8. Content
Text Content
All textual content (such as articles, products information, or other information) must be supplied by the Client. Textual content must be provided in Microsoft Office formats (such as “.doc”, “.docx”, “.xls” etc) or a PDF format.
Graphics Content
It is anticipated that the Developer will receive, from the Client, all the graphic elements necessary to complete the Client’s website. This includes, but is not limited to: the company logo, ancillary images, photography and video.
The Developer is responsible for creating the websites design and layout – they are not responsible for creating content.
This agreement does not cater for the Developer purchasing any photography or graphics during development at the Client’s request. The Developer may purchase additional content, photography or graphics on the Clients behalf; however these costs will be counted as additional expenses which the Client must pay for.
Content Submission
Submission of content to the Developer can be made: via email; on CD; on DVD; on a memory stick; via the Dropbox file sharing service; or by an agreed alternative method.
The Client may only provide printed or hand-written content at the Developers discretion.
The Developer reserves the right to refuse poor-quality, printed or hand-written content.
Failure to Provide Content Promptly
The Client must provide all content necessary for the websites completion within 14 days of paying the initial deposit.
9. Online Services
Web Hosting
The Developer will provide web space to host the Clients website on a yearly subscription basis. Before the end of each subscription period, an invoice will be sent and must be paid before the subscription period expires in order for the website to stay visible.
Due to the nature of the Internet and Hardware, guarantees cannot be made as to the availability or interruption of this service by the Developer. The Developer 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.
The Developer reserves the right to refuse to handle in any way, material which may be deemed offensive, illegal or in any way controversial, and also to terminate the hosting service should the necessity arise.
Only the Developer is authorised to access the web hosting account. Modifications and updates to the website, after the initial development completion, must be paid for by the Client.
The Developer is not obliged to provide any additional services after the agreement is fulfilled.
Domain Names
If the Client already has a domain name, the Developer will coordinate redirecting the DNS records to the new host.
The cost of domain name transfers may incur an additional expense and must be paid for in full by the Client upon completion.
The Client has the right to secure domain names independently – this requires no support from the Developer.
Email Accounts
If stated, the Developer will create email accounts for the Client using their chosen domain name. Email accounts require a domain name.
The Developer will provide the necessary account details and basic instructions to assist the Client to setup email accounts on their computer.
The Developer agrees never to access, or attempt to access, the Client’s email accounts without specific permission in advance from the Client.
The Client must have adequate security on any computer system from which they access their email accounts.
If the Developer finds the Client to be abusing the email system by allowing their login details to be compromised, or any of their account(s) are used to send SPAM, then the accounts will immediately be locked. If any issues to the Developer’s servers arise from the Client having been negligent, then our hourly rate will be incurred by the Client for the Developer to ensure the servers are secure and cleaned.
E-Commerce
The agreement does not cover the inclusion of ecommerce facilities unless otherwise stated.
If included, PayPal Standard will be the provider used by the Developer for providing online shopping ecommerce facilities. The Client understands that PayPal Standard is a free service, without monthly or annual charges, which is not affiliated with the Developer.
The Developer requires a PayPal account setup in the Clients Company name to set up ecommerce features. The Client must provide the Developer with an existing PayPal account and login details for the initial setup. If the Client does not have a PayPal account, the Client gives permission for the Developer to create a PayPal account on their behalf. The Client is responsible for adding their financial information, bank details, and or funds, to the PayPal account. The Developer will never use your details or access your account without specific permission in advance.
After completion, any transaction fees requested by PayPal are the Clients responsibility. All finances, costs, outgoings, income, profits, losses, legal problems, and other issues relating to the PayPal account, or any other situation, are solely the Clients responsibility. The Developer has absolutely no obligation to resolve or pay for mistakes which are not their fault. The Client is solely responsible for problems caused after completion.
10. Client Amendments
The Developer encourages input from the Client during the design process, therefore the Client agrees that there will be no design changes after the basic layout has been confirmed and accepted by the Client. If significant modification is requested after a layour has been built to the Client’s specification, it will be counted as an additional charge at our hourly rate, which much be paid for.
Examples of significant modification at the request of the Client include: Replacing more than 50% of the text to any given page; creating a new navigation structure or changing the designs graphics; or significantly reconfiguring the Client’s shopping cart with new product, shipping or other calculation if e-commerce was included.
If significant modifications are requested by the Client, the Developer reserves the right to refuse such changes, or to charge additional expenses, at their discretion. However, reasonable minor changes will be covered during development.
11. Limited Liability
The Client agrees that any material submitted for publication will not contain anything leading to an abusive or unethical use of the web hosting service, or the Developers services. Abusive and unethical materials 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.
The Developer reserves the right to determine what is and what is not inappropriate.
The 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.
12. Indemnification
The 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 website. This includes liabilities asserted against the Developer, its subcontractors, its agents, its Clients, servants, officers and employees, that may arise or result from any product sold or service provided by the Client, its agents, employee or assigns.
The 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 website. 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, organisation, or business.
13. Laws Affecting E-Commerce
The Client agrees that they are responsible for complying with the laws, taxes, and tariffs related to ecommerce, 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 electronic commerce.
14. Copyright and Ownership
The Client represents to the Developer and unconditionally guarantees that any content, text, information, or graphics furnished to the Developer for inclusion in the Client’s website are owned by the Client, or that the Client has permission from the rightful owner to use those 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. Each party is responsible for ensuring that content which they provide can be used legally.
Copyright of the finished assembled work of webpage’s and graphics produced by the Developer, specifically for the Client, shall be vested with the Client upon full, valid final payment being received by the Developer.
However, the Developer retains the right of ownership to custom designed graphics created by the Developer, source code, files, text, and any other program specifically designed or purchased on behalf of the client for the completion of this project. Use of graphics or source code produced by the Developer for any purpose other than the purpose of the web site being designed, is not permitted.
All work and assets remain property of the Developer until full payment is received, including payment for additional expenses and fees if applicable. All content provided by the Client, including textual and graphical content, will
always remain property of the Client, unless otherwise stated, however the Developer receives ownership rights to store, backup, and archive such files. The Developer reserves the right to permanently store a copy of the completed website as a record of achievement. This copy may be shown to other Clients to demonstrate the Developers work. Full-size screenshots of the website and its content may be shown on the Developers website.
All unused designs, layouts, graphics, coding, other files, and ideas remain the property of the Developer at all times. The Client has the right to view and temporarily store draft designs, completed designs, graphics, ideas and planning created by the Developer; all of which must be returned, if requested, and then deleted if they were not included in the completed website development. The same applies if the agreement terminates or if the Client fails to pay fully.
Additional ownership and usage terms of features, such as domain names, are stated in the “Features” sections.
15. Outsourcing
The Developer reserves the right to outsource work to other businesses and or freelance individuals. The Developer warrants all work completed by subcontractors for this project. The Developer will be responsible for paying for such assistances. The Developer must ensure that all parties involved acknowledge and agree to respect these terms of agreement; including, but not limited to: copyright, indemnification, limited liability, ownership, and nondisclosure.
16. Design and Development Credit
The Client agrees that the Developer may place a byline (accreditation) on the bottom of every webpage – establishing design and development credit. The Client agrees not to remove, hide, or discredit said byline. The Client also agrees that the website created for the Client may be included in the Developer’s portfolio.
17. Non Disclosure
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 third party. Likewise, the Client agrees that it will not convey any confidential information obtained regarding the Developer to another party.
18. Completion
The Developer and the Client must work together to complete the website in a timely manner. An anticipated project completion date can be outlined in discussion, or on the Clients contract, however the Developer will not be held responsible for miscalculations of this timeline. The Developer will provide the client with a website address, so that the Client can continuously view the progress of the project.
19. Termination and Refund Policy
In the event that the work is postponed or cancelled at the request of the Client, is cancelled due to other factors caused by the Client which are unacceptable and makes fulfilment of the agreement impossible, or cancelled because the Developer was misled and or has not been provided with the necessary details or content in a timely manner – the Developer shall have the right to retain the original deposit. In the event this amount is not sufficient to cover the Developer for time at the current hourly rate and expense already invested in the project, additional payment will be due from the Client.
Unforeseen or sudden termination or postponement of a project, declared by the Developer, must have sufficient reasoning – examples of such include, but are not limited to: illness or accident which makes it impossible for the Developer to work; illness or accident which could significantly affect the Developers quality of work; bankruptcy; legal action either related to the Client, or action which may affect the project. In this situation, the Client must be informed of the termination or postponement, and the reasoning for it, by either the Developer or their designated representatives. In this situation, the Client accepts that they are not entitled to compensation from the Developer and that the maximum refund which they may receive is the full sum, 100%, at the Developers discretion. If and when the Developer is able to continue the project – the Client will be informed of the options available to them. Services may be offered as an alternative to a cash refund; for example: additional web pages or web hosting.
No refunds are given on services stated as “free”, “free of charge”, “complimentary” or of a similar description. Note that the Client will only receive the ownership of any assets to which they are entitled and have paid for, after the conditions and quantity of any refund are agreed by both parties.
Email and Web Hosting
In the event that payment is not received by the date stated at the top of the invoice, for fees relating to continued email and/or web hosting, the Client accepts that email and/or website hosting services will be suspended until payment in full is received. Clients will receive 48 hours’ notice if action is to be taken to suspend these services. Unless agreed beforehand, the Client accepts to pay an administration charge of £30 to reinstate the related suspended services, which must be paid up-front.
The Client will have 7 days to pay the oustanding invoice in full (plus administration fee unless agreed otherwise), from the date of suspension of related email/web hosting services. If, after a further 14 days, payment is not made in full, the Developer reserves the right to permanently remove access and delete all data to the related email/web hosting services without notice. At this point, no data will be recoverable.
Legal action may be taken to recover any monies outstanding.
20. Entire Understanding
This agreement, and any additional terms or appendices attached, thereto constitute the sole agreement between the Developer and the Client regarding this project. Specific details of the agreement, and the features which are included, are outlined either on the Client’s contract/proposal or on a receipt/invoice.
This agreement becomes effective immediately when the Client pays the deposit, or any financial payment, for a project to the Developer. The recognition and acceptance of these terms can be evidenced by both parties signing the provided Contract; however failure to sign the document does not invalidate the agreement.
It is the spirit of this compulsory agreement that this will be a mutually beneficial arrangement for the Client and the Developer.
The Client hereby agrees to these terms when they engage Huckleberry Media as an contractor for the specific purpose of developing and/or improving a website project. The Developer also agrees to these terms.
Both parties warrant that they have read and understand the terms set forth in this agreement.
This agreement shall be governed and construed in accordance with the laws of the United Kingdom.
Revision 1.6
Last updated May 2020
