THESE ARE THE STANDARD TERMS AND CONDITIONS REFERRED TO IN THE FOREGOING CONTRACT BETWEEN Black & White Web Designs Ltd AND [YOU THE CLIENT].

(please read these carefully as by paying a deposit and instructing Black & White Web Designs Ltd to commence work you are entering into the below contract and are agreeing to the below terms and conditions in their entirety).

1. DEFINITION OF TERMS

Black & White Web Designs Ltd – 276 Fullwell Avenue, Clayhall, Ilford, Essex. IG5 0SA having its principal place of business at 276 Fullwell Avenue, Clayhall, Ilford, Essex. IG5 0SA. aforesaid.

The Client – The entity which enters into a contract with Black & White Web Designs Ltd

Domain Name – The root address of a website, e.g.www.bwwebdesigns.com. All such names must be registered with the appropriate naming authority, which will usually charge a fee.

Downtime – Time when the website is not accessible via the Internet. This may be because of a technical failure of the Host or because work is being carried out on the site.

Host – The Company on whose system the Website physically resides.

Link, Hyperlink – A ‘click able’ link embedded on a web page which may take the form of a graphic or text.

Search Engine – A website which contains a directory of websites on the Internet enabling users to find websites by subject matter classification.

Website – A collection of web pages and associated code which forms an integrated presence.

The Work – The subject matter of the contract between the Client and Black & White Web Designs Ltd.

2. FEES

2.1

Website Build Fee Payable

A non-refundable deposit of 50% of the total fee, payable under the contract, is due immediately upon the commencement of work. The next payment of 50% shall become due when the design is approved to the reasonable satisfaction of the Client and subject to the terms of Clause 4.3 Approval of Work and Clause 4.4 Rejected Work hereof. Black & White Web Designs Ltd reserves the right not to begin the Work until the said deposit has been paid in full. Price may vary for each website project. The client will be allowed 3 free website revisions of the completed website design, after that each revision is charged at £100. 

2.2

Website Update Fee Payable

A non-refundable deposit of 50% of the total fee, payable under the contract, is due immediately upon the commencement of work. The next payment of 25% shall become due when the design is 50 % designed and the remaining final 25% payment is due when the design is approved to the reasonable satisfaction of the Client and subject to the terms of Clause 4.3 Approval of Work and Clause 4.4 Rejected Work hereof. Black & White Web Designs Ltd reserves the right not to begin the Work until the said deposit has been paid in full. Price may vary for each website project. The client will be allowed 3 free website revisions of the completed website design, after that each revision is charged at £100

2.3

Maintenance Fees

Maintenance, if included shall be on a month to month basis, with a minimum of 1 hour payable in any month where updating is necessary. Fees will be assessed on an hourly basis at a minimum of £175 per hour. No fee will be required in a month where no updating is necessary. Search engine re-submissions, other than the original submission included in the contract fee, shall be included in the maintenance fee.

2.4

Charges and Payments

Where applicable, all charges stated are subject to any travel expenses associated with the chosen meeting / contract and will be invoiced as an addition, directly to the client following completion of consultancy and must be paid on receipt of invoice.  All prices quoted are subject to VAT at the current rate.

 All terms must be read in full and deposits paid before any project is scheduled. An invoice will be submitted to the client for any/all works which have been completed and not yet paid for. All invoices must be paid immediately.  Any invoice left unpaid up to 30 days from when the invoice was submitted, will thereafter be taken further, with additional charges applied as appropriate, until the due amount/outstanding balance is cleared in full.

2.5 Correspondence/Communication

All correspondence with regards to instructions, approvals, amendments and/or cancellations for any said project, must be translated clearly in writing only, and sent to Black and White Web Designs Ltd either by post or via business email clearly stating senders details.

Categorically NO instructions will be accepted via text message, social media messenger/WhatsApp, instagram, live chat or other communication mediums.

Samples of work produced by Black and White Web Designs Ltd will be allowed to be showcased [including in the form of photographs and any samples produced] unless a client has provided a NDA with appropriate details preventing this.

2.6 Time-scales

Black and White Web Design Ltd reserves the right to adjust time-scales of projects in the unlikely event that circumstances change which are deemed out of its control.

If any/or part deadlines of projects are moved/changed from timings agreed at the start of any project, and these movements affect the projected job schedule, then Black and White Web Designs Ltd reserves the right to inform the client of anything that is deemed unrealistic to complete by the altered deadline and can therefore refuse to complete the project to such time-frames, if works cannot to be completed on time.

If a project time-line is shortened from that which was originally agreed between Black and White Web Designs Ltd and the client, causing the expected project time-frame to alter and the completion date has not subsequently been altered by the client in order to compensate for the agreed production time, then a surcharge will automatically be applied in addition to the quoted charge(s). The appropriate consultancy charges will apply, based on the extra time required to complete the job, charged at ‘Out of Hours’ rates.

2.6

Project/job cancellation

Any cancellation of order must be requested in writing, and prior to any work having begun by Black and White Web Designs Ltd and/or drafts being received by the client. Any cancellation requested thereafter, will forfeit the clients original deposit in full.  If any works/documents or time has been spent on any part of a project and a cancellation of project is received, then the deposit paid will be fully forfeited, in order to compensate for time spent.

3. DISCLAIMERS

3.1

Third Parties

Black & White Web Designs Ltd can take no responsibility for services provided by third parties through us or otherwise, including the Hosting of the Client’s Website, although Black & White Web Designs Ltd will endeavour to ensure that Website downtime is kept to a minimum, if for any reason the client instructs a third party designer or company during the course of the agreement Black & White Web Designs Ltd has the right to cancel the contract and request the full project fee.

3.2

Maintenance and Correction of Errors

Black & White Web Designs Ltd takes no responsibility for the functionality or maintenance (unless a maintenance contract is in place) of the Website after the Work has been completed. Errors (both technical and typographical) attributable to Black & White Web Designs Ltd will be corrected free of charge, but Black & White Web Designs Ltd reserves the right to charge a reasonable fee for correction of errors for which Black & White Web Designs Ltd is not responsible, including, but not limited to malicious modification of the Website by a third party and typographical errors contained in materials provided to Black & White Web Designs Ltd by the Client.

3.3

Extent of Work

Installation on the Internet is limited to the uploading of all necessary files to the Host, and testing of functionality. No registration of the Website with Search Engines will be undertaken unless otherwise agreed with the Client.

3.4

Consequential Loss

Under no circumstances will Black & White Web Designs Ltd be responsible or liable for financial or other loss or damage caused by the failure or use or misuse of its software. The Client should ensure that data on their site is regularly backed up and that a contingency plan is in place to minimize possible losses as a result of software failure.

3.5

Status and Duration of Offers

Proposals and offers are valid for a period of one month from the date issued. Black & White Web Designs Ltd is not bound to honor offers that have expired. Offers are not legally binding until an acceptable timetable for the work has been agreed by both parties. This timetable must be agreed within the month that the offer is valid. If an acceptable timetable has not been approved by both parties within one month of the offer being made, the offer is deemed to have expired.

3.6

Search Engine Listings, Pay Per Click & Organic SEO

Black & White Web Designs Ltd does not guarantee listings on Search Engines and the Client accepts that it is Search Engines and not Black & White Web Designs Ltd who determine whom they list and whom they will not. The Client further understands there is no guaranteed placement or rank on the Search Engines and that a new website may never even appear on Search Engines at all. Black & White Web Designs Ltd does not control Search Engines’ algorithms or guarantee PPC Placements and for organic SEO huge shifts can appear daily, weekly and even hourly, Search Engine Listings, Organic SEO and Pay Per Click are also non refundable services.

4. COMPLETION OF WORK AND PAYMENT

4.1

Completion of Work

Black & White Web Designs Ltd warrants completing the Work in accordance with its Standard Terms and Conditions to the specifications previously agreed with the Client. Black & White Web Designs Ltd will not charge more than the amount previously agreed unless the Client has varied the specifications of the Work since the agreement. Black & White Web Designs Ltd will not undertake changes to the specifications of the Work which would increase the cost, without prior written authorisation from the Client.

4.2

Supply of Materials

The Client is to supply all materials and information required for Black & White Web Designs Ltd to complete the Work via electronic mail to info@bwwebdesigns.com in accordance with the agreed specification. Such materials may include, but are not limited to, photographs, written-copy, logos and other printed materials. Where the Client’s failure to supply such materials leads to a delay in completion of the work, Black & White Web Designs Ltd has the right to extend previously agreed deadlines for the completion of the work by a reasonable amount or to cancel the project if necessary. Where the Client’s failure to supply materials prevents progress on the Work for more than 7 days, Black & White Web Designs Ltd has the right to invoice the Client for any part or parts of the Work already completed or request the full project fee to be paid in full and no refunds will be due to the client.

4.3

Approval of Work

On completion of the Work, the Client will be notified and have the opportunity to review it. The Client should notify Black & White Web Designs Ltd, in writing or via email, of any unsatisfactory points within 3 days of receipt of such notification. Any of the Work which has not been reported in writing to Black & White Web Designs Ltd as unsatisfactory within the 3 day review period will be deemed to have been approved. Once approved, or deemed approved, work cannot subsequently be rejected, and the contract will be deemed to have been completed and the 50% balancing payment under Clause 2.1 Fee Payable will become due. The Contract will remain in effect until all obligations have been completed in terms of this Clause.

4.4

Rejected Work

If the Client rejects the Work within the 3 day review period, or will not approve subsequent Work performed by Black & White Web Designs Ltd to remedy any points reported by the Client as unsatisfactory, and Black & White Web Designs Ltd considers that the Client is unreasonable in his repeated rejection of the Work, the contract will be deemed to have expired and Black & White Web Designs Ltd can take any legal measures to recover both payment for the completed Work and reasonable expenses incurred in recovering payment.

4.5

Payment

Upon completion of 3 day review period, Black & White Web Designs Ltd will invoice the Client for the 50% balancing payment in accordance with Clause 2.1 Fee Payable hereof, which, in the absence of agreement to the contrary, is to be paid by the Client within 1 day of the date that the invoice was issued.

4.6

Remedies for Overdue Payment

If payment has not been received by the due date, Black & White Web Designs Ltd has the right to suspend ongoing work for Client, until such time that full payment of the outstanding balance has been received. If full payment has still not been received 5 days after the due date, Black & White Web Designs Ltd has the right to replace, modify or remove the Website and revoke the Client’s license of the Work until full payment has been received. By revoking the Client’s license of the Work or removing the web site from the Internet, Black & White Web Designs Ltd does not remove the Client’s obligation to pay any outstanding monies owing.

5. INTELLECTUAL PROPERTY

5.1

Offers and Proposals

Offers and proposals made by Black & White Web Designs Ltd to potential clients should be treated as trade secrets and remain the property of Black & White Web Designs Ltd. Such offers and proposals or the information contained within them must not be passed to third parties or publicly disseminated without prior written authorisation from Black & White Web Designs Ltd. This includes, but is not limited to, technical features, functionality, aspects of the design and pricing information.

5.2

Warranty by Client as to Ownership of Intellectual Property Rights, Designs, Copyright and Privacy

The Client will obtain all the necessary permissions and authorities regarding the use of all graphic images, registered company logos, names and trademarks or any other material it supplies to Black & White Web Designs Ltd for inclusion on the Website. The conclusion of a contract between Black & White Web Design Ltd and the Client shall be regarded as a guarantee by the Client to Black & White Web Design Ltd that all such permissions and authorities have been obtained and that the inclusion of such material on the Website would not constitute a criminal offense or commit copyright infringement. By agreeing to these terms and conditions, the Client removes the legal responsibility of Black & White Web Designs Ltd and indemnifies the same from any claims or legal actions, however related, to the content of the Client’s site.

All logos, trademarks, branding, forms, styles, text, terms and marketing material of Black and White Web Designs Ltd is not to be used and/or duplicated or circulated to others in any form, by any other party, through any media platform or in print, unless requested by the client and then agreed in writing therein.

Black and White Web Designs Ltd reserves the right to keep ownership of all designs/ideas/ images and any articles connected with any said project until full payment has been received and cleared unless otherwise stated.

Any images/photographs/logos provided to Black and White Web Designs Ltd for use on designed material, are assumed to be fully authorised for the client to be using and therefore not infringing any copyright/usage laws. In any event that this is not the case, Black and White Web Design Ltd accepts no liability under any circumstances for any such infringement caused and will hold the client/individual who supplied the items fully liable for any damages/ prosecution acts incurred.

If any client is unsure, they must seek legal advice, prior to supplying any items to Black and White Web Designs Ltd.  Any images/photographs supplied by Black and White Web Design Ltd will incur appropriate extra charges for purchase, along any/all licences required for usage. Details will be supplied prior to purchasing unless otherwise agreed. 

5.3

Domain Name

Any Domain Name obtained will belong to the Client. The Client agrees to indemnify Black & White Web Designs Ltd, including any incidental costs, against any claims that a Domain Name applied for, or obtained, violates the intellectual property rights of a third party. The Client warrants that the domain name sought is not a trademark of a third party.

5.4

Licensing

Once Black & White Web Designs Ltd has received full payment of all outstanding invoices and the Work has been approved by the Client in accordance with Clause 4.3 hereof, the Client will be granted a license to use the Website and its contents.

5.5

Trade Secrets

Any code that is not freely accessible to third parties and not in the public domain, and to which Black & White Web Designs Ltd or their suppliers owns the copyright, may not be copied, published, distributed or passed to any third parties in any form without prior written consent from Black & White Web Designs Ltd. Unless previously agreed otherwise, in writing, no modifications may be made by the Client or any third party to code to which Black & White Web Designs Ltd or their suppliers owns the copyright. Black & White Web Designs Ltd acknowledges the intellectual property rights of the Client. Information passed in written form to Black & White Web Designs Ltd, and that the Client has indicated is confidential or a trade secret, will not be published or made available in any other way to third parties without the prior written consent of the Client.

5.6 Client company organisation/members

It is the responsibility of Black and White Web Designs Ltd to ensure that all staff members/colleagues of the client who has made an agreement of these terms, are made explicitly aware of the agreement terms, in order to ensure that no other company and/or organisation member breaches the agreement on the signatories behalf.

Should there be evidence found of any breach of the Terms within this document, Black and White Web Designs Ltd reserves the right to take the necessary action against the party who has forfeited these terms.

5.7 Data Held

Black and White Web Designs Ltd holds no responsibility for any/all data lost through a server crash or system failure or hacking of any sort. Back-ups are kept, but should these also fail, Black and White Web Designs Ltd will not be held responsible for unforeseen circumstances.

All clients must back-up their own projects and data on their own server for safety.

5.8 GDPR

Black and White Web Designs Ltd will never sell or share any personal data to external marketing companies, unless the company is connected to the production of agreed projects. If an external company is working alongside Black and White Designs Ltd to complete any said project and they are found in breach of this, then the external company is held solely responsible for the breach and cannot be seen to be associated with Black and White Designs Ltd in any way.

6. RIGHTS AND RESPONSIBILITIES

6.1

Right to Terminate

Black & White Web Designs Ltd reserves the right to refuse or break a contract without prior notice, if it is believed that the Client, their Website, or any material is illegal, immoral or otherwise unacceptable upon cancellation the full amount outstanding would become due.

6.2

Events Beyond the Control of Black & White Web Designs Ltd

Black & White Web Designs Ltd will not be liable for breach of contract where that breach was due to software, hardware or electrical failure, natural events such as fire or other events beyond the control of Black & White Web Designs Ltd.

6.3

Supply and Pricing of Services

Black & White Web Designs Ltd reserves the right to use whoever it feels appropriate at the time for third party software and services, and to alter its prices as necessary without prior notice and without affecting existing contractual pricing agreements.

7. INTERPRETATION

7.1

Jurisdiction

This Agreement shall be governed by the laws of The United Kingdom which shall claim venue and jurisdiction for any legal action or claim arising from the contract between Black & White Web Designs Ltd and the Client.

7.2

Survival of Contract

Where one or more terms of the said contract are held to be void or unenforceable for whatever reason, any other terms of the contract not so held will remain valid and enforceable at law.

7.3

Change of Terms and Conditions

These terms & conditions may change from time to time. The Client will be informed of revisions as and when they are issued.

8. Indemnity & Liability

8.1 Indemnity

Black and White Web Designs Ltd services may be used for lawful purposes only. You agree to indemnify and hold Black and White Web Designs Ltd harmless from any claims resulting from your use of our service that damages you or any other party.

8.2 Liability

 
Black and White Web Designs Ltd hereby excludes itself, its Employees and or Agents from all and/or any liability from:

• Loss or damage caused by any inaccuracy;

• Loss or damage caused by omission;

• Loss or damage caused by delay or error, whether the result of negligence or other cause in the production of the web site;

• Loss or damage to clients’ artwork/photos, supplied for the site Immaterial whether the loss or damage results from negligence or otherwise.

The entire liability of Black and White Web Designs Ltd to the Client in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the charges paid for the Services under this Agreement in respect of which the breach has arisen. The entire liability of Black and White Web Designs Ltd to the Client in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the charges paid for the Services under this Agreement in respect of which the breach has arisen.

Contract / standard Terms and Conditions version 1