Authorisation

The client will engage ClientWave Ltd, as an independent contractor for the specific purpose of designing and / or developing and / or improving a new or existing website to be displayed via the client's domain name on ClientWave's hosting or a host provided by the client.

The client hereby authorises ClientWave to access this account, and authorises the internet service provider to provide ClientWave with "write permission" for the client's web page directory, and any other directories or programs that need to be accessed for this project.

The client also authorises ClientWave to promote the completed website with web search engines, as well as with other web directories and indexes.

Website Maintenance | Content Management | Ad Hoc Support & Disclaimer

ClientWave offers an optional website maintenance support agreement, the details of which can be found via: [ link ]

Should the client not wish to take up ClientWave's website maintenance agreement, website maintenance and support services are offered at £50 + VAT per hour.

It should be noted that ClientWave develops websites optimised for visitors using Microsoft Internet Explorer browsers v5+.

In certain versions of Mozilla Firefox certain formatting irregularities may occur.

Should you wish your website to represent accurately in all versions of Mozilla Firefox, please state this clearly prior to commissioning your website development as post design reconfigurations to compensate for Mozilla Firefox may incur additional investment.

In no event shall ClientWave be liable to the client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising from the operation of or inability to operate delivered web pages or website, even when / if ClientWave has been advised of the possibility of such damages.

If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.

Amendments to Content

The client agrees to ensure that submitted content is complete and final. The time required to make substantial changes to content, submitted by the client, after the web pages have been constructed, will be deemed to be additional and billed (in the absence of a maintenance agreement), at the hourly rate as defined in section 1.02 above.

Web Hosting and Email Services

The client understands that any web hosting services require a separate contract with the client's choice or with ClientWave. The client agrees to use ClientWave hosting which allows ClientWave full access to the website via ftp. The client further understands that if the website hosting is not supplied by ClientWave that certain functions may not work as expected and providing a substitute will incur additional charges.

ClientWave's website hosting agreement also provides the setup of up to five email accounts. The email accounts may be accessed using the webmail logins provided by ClientWave. Each email account will be limited to a quota of 10Mb and it is the responsibility of the client to ensure that quotas are not exceeded.

ClientWave will also provide the information necessary to access email accounts via an email client such as Microsoft Outlook, Outlook Express or Eudora. ClientWave will not however be held responsible for any failure to send / receive email via a third party email client due to incorrect PC / Laptop or internet service provider (ISP) configurations.

In no event shall ClientWave be liable to the client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising from the operation of or inability to operate ClientWave hosted web pages or website, even when / if ClientWave has been advised of the possibility of such damages.

If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.

1.05

Completion Dates and Client Sign-Off

ClientWave and the client must collaborate regularly to complete the website in a timely manner. We agree to resource the design and development of the website to complete the website no later than 30 days from the date of signing of this contract.

If copy writing services are not being sought from ClientWave and the client does not supply ClientWave with complete text and graphics content for all web pages contracted within six weeks of the date this contract was signed, the entire amount of the contract becomes due and payable.

If the client has not submitted complete text and graphics content within two months after signing of this contract, an additional continuation fee of 10% of the total contract price will also be assessed each month until the website is completed.

Payment Terms & Deposit

In order to secure the resources required to deliver a website ClientWave will require the payment of a resource allocation deposit. The amount of the deposit will be commensurate with the total value of the project and this amount will be made clear with the quotation element of ClientWave's proposal.

Should ClientWave fail to meet the clients expectation at any point prior to the initial design sign-off phase, the deposit will be refunded in full.

Once the client has agreed the basic design and confirmed that they would like ClientWave to proceed with the development of the website / cart based on that proposed design. The deposit will not be returned but will be deducted from the final balance of payments.

Unless payment terms have been agreed, full payment must be received on or before the agreed "go-live" date.

Use of Third Party Contractors

ClientWave reserves the right to assign subcontractors to any project where in doing so ClientWave is able to deliver the requisite functionality or where the requisite skills are unavailable amongst current ClientWave designers or developers.

General Copyrights and Trademarks

The client represents to ClientWave and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to ClientWave for inclusion in web pages 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 ClientWave and its subcontractors from any claim or suit arising from the use of such elements furnished by the client.

Completed Website Copyright

Copyright to the completed website / shopping cart produced by ClientWave is owned by ClientWave. Upon final payment of this contract, the client is assigned full rights to use as a website the design, graphics, and text contained in the completed website.

Rights to photos, graphics, source code, javascript, PHP, and computer programs are specifically not transferred to the client, and remain the property of their respective owners. ClientWave retains the right to display graphics and other web design elements as examples of their work in any portfolio.

Distance Selling Regulations

Distance selling means selling and buying by phone, mail order, via the Internet or digital TV. Such transactions are covered generally by normal buying and selling legislation, but they are also covered by special Distance Selling Regulations.

Distance Selling Regulations give protection to consumers who shop by phone, mail order, via the Internet or digital TV.

The protection includes:

• The right to receive clear information about goods and services before deciding to buy;
• Confirmation of this information in writing
• A cooling off period of seven working days in which the consumer can withdraw from the contract
• Protection from credit card fraud

ClientWave shall not be held responsible for any breach of such distance selling regulations through the delivery of eCommerce systems or Shopping Cart websites.

Employment Restriction

The client agrees not to solicit any ClientWave staff (temporary, part-time or full-time) for the purposes of employment directly or indirectly with the clients business or any associated businesses.

The client agrees that should such solicitation be made or should an employee of ClientWave Ltd take up employment with the client or any of its associated businesses that the client will compensate ClientWave Ltd in the amount of one full year’s salary and bonuses offered to that employee or £45,000, whichever is greater.

Late Payments

If an amount remains outstanding 7days after its due date, an additional 5% penalty will be added for each month of delayed payment. ClientWave reserves the right to remove web pages from viewing on the internet until final payment is made. In case collection proves necessary, the client agrees to pay all fees incurred by that process.

Sole Agreement

The information contained in “the proposal” in conjunction with these terms and conditions constitutes the sole agreement between ClientWave and the client regarding their website project.

Any additional work not specified in the proposal/contract must be authorised by a written “change of order”. All prices specified in the proposal/contract will be honoured for two months after both parties sign the proposal. Continued services after that time will require a new agreement.

Disclaimer

In no event shall ClientWave be liable to the client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising from the operation of or inability to operate these web pages or website, ClientWave designed and published webpages or website and or ClientWave Hosted web pages or website even when / if ClientWave has been advised of the possibility of such damages.

If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.

Fair Play

Should a client not take up a website maintenance and support agreement for two consecutive quarters prior to their uptake of a website maintenance and support agreement and subsequently under such an agreement requests a volume of amendments which requires an investment by ClientWave considerably over and above the invoice value of the agreement; ClientWave reserves the right to supply a quotation for a proportion of the work requested.

This will be referred to as ClientWave's fair play clause.