1. Definitions
2. Interpretation
3. Basis of contract
4. Software work procedure
5. Content of Detailed Specification
6. Text modifications
7. Variations
8. Testing and acceptance
9. Price and payment
10. Demonstration and training
11. Exclusions from contract
12. Confidentiality
13. Third party software rights
14. Intellectual property ownership
15. Indemnity by client
16. Disclaimers and limitation of liability
17. Termination
18. Miscellaneous matters

1. Definitions

“Detailed Specification”	means the written specification of all of the software requirements to satisfy the Client’s functional requirements for the Website.
“Excluded Matters”	means commercial arrangements for which the Writer is not responsible and which are pre-requisite to the operation of the website.
“Intellectual Property”	means intellectual property owned by the Writer, of every sort, whether or not registered or registrable in any country, including intellectual property of kinds coming into existence after today; and including, among others, patents, trade marks, unregistered marks, designs, copyrights, software, domain names, discoveries, creations and inventions, together with all rights which are derived from those rights.
“Phase”	means one of the numbered stages in the Timetable
“Price”	means the price for the Project or a part of the Project as set out in Schedule 1.
“Software Work”	means all work to create or edit software as is fully described in the Detailed Specification
“Schedule”	means a schedule to The agreement.
“Timetable”	means the timetable specifying the dates for the completion of each of the Phases of the Software Work as set out in Schedule 4 and subject to alteration in the course of completing the Software Work.
“Website”	means the website of the Client, to be [Created/Created and Hosted/Managed]under the terms of this contract.
“Documentation”	means the instruction manuals user guides and other documentation agreed to be written/presented by the Writer.
“Website Host”	means a firm or company in the business of hosting websites, with whom the Client shall have contracted to host the Website

2. Interpretation

The agreement shall be interpreted as set out below:

• A reference to one gender shall include any or all genders and a reference to the singular may be interpreted where appropriate as a reference to the plural and vice versa.
• A reference to a person includes a human individual, a corporate entity and any organisation which is managed or controlled as a unit.
• A reference to a paragraph or schedule is to a paragraph or schedule to The agreement unless the context otherwise requires. The schedules form part of The agreement.
• Except where stated otherwise, any obligation of any person arising from The agreement may be performed by any other person.
• All money sums mentioned in The agreement are calculated excluding VAT, which will be charged when payment is due if necessary.
• These terms and conditions apply to all supplies of goods by the Supplier to any Customer. They prevail over any terms proposed by the Customer.
• The agreement is made only in the English language. If there is any conflict in meaning between the English language version of The agreement and any version or translation of The agreement in any other language, the English language version shall prevail. If a version of The agreement has been supplied to you in some language other than English, that is a courtesy only and that translated version is of no legal effect.

3. Basis of Contract

• In entering into this contract the Client has not relied on any representation or information from any source except the definition and explanation of the services given on the writer’s Website.
• For the Price and subject to the terms of The agreement the Writer hereby undertakes to complete the Work so as to satisfy the Specification and to write the Documentation.
• So far as the Writer allows use of his Intellectual Property, he grants a licence to the Client for [80] years, limited to the terms set out in The agreement.

4. Work procedure

• The Writer has previously prepared the Specification and the Client has provided to the Writer all information and other documents reasonably requested by the Writer for this purpose.
• The Client shall use all reasonable endeavours to complete the preparation of the Content by the date set out in the Timetable or as soon thereafter as is possible and submit it to the Writer for inclusion in the Website.
• This Contract will be signed within [7] Days, once the specification has been approved.
• The Writer shall take account of all reasonable comments and/or requests for amendment received from the Client and shall incorporate them in a revised version of the Specification to be prepared and delivered to the Client as soon as is reasonably possible, subject to terms of this contract for number of revisions.
• If the Client requires an amendment to the Specification to take account of any application function or performance criteria not previously specified then the Writer shall be entitled to make such revision to the Timetable and the Completion Date as he shall in the circumstances judge to be reasonably necessary.
• The Writer and the Client agree to use all reasonable endeavours to complete the process of approval of the Specification by the date set out in the Timetable or as soon after as is possible.
• The Writer will complete the Work and the Documentation in accordance with the milestones set out in the Timetable or as soon thereafter as is possible.
• The Documentation shall be updated from time to time so that it provides a precise technical record of all features of the completed Software Work, if applicable to the work set out in the Specification.
• The Client will use all reasonable endeavours to complete arrangements in respect of such of the Excluded Matters as are necessary to satisfy the pre-requisite requirements of this contract.
• Delivery shall be affected for the purpose of The agreement only when the Work is complete and tested and fully operational on the Virtual Developments Hosting Server.

 

5. Content of Specification

The Detailed Specification shall include (among other things)

• a list of browsers with which the Website will be compatible;
• the Client’s functional requirements for the Work;
• the Clients quantitative requirements for the Work;
• details of the software languages, applications, and adaptations proposed to be used in the construction of the Work;
• any bought-in software and plug-in sub-systems proposed to be used in the construction of the Work together with priced recommendations for sourcing such products; excluding in house software, and already purchased, and to be purchased third party content.
• any necessary administrator control panel or system subject to terms of this contract.
• a list of password protected files or areas, specifying in each case, the function, the password at start and the method of changing the password; If applicable.
• any necessary communications systems required with details of how they will operate;
• details of each commonly accepted standard which will be attained in respect of work, including those of the International Organization for Standardization.

6. Text modifications

• When the Work is substantially complete, the Writer shall notify the Client and shall provide access to the Client to any applicable pages including other secondary pages, should those functions be deemed required by the writer.
• The Client shall provide to the Writer a comprehensive list of required modifications, subject to terms of this contract for number of revisions/modifications.
• The Writer shall make the modifications requested and shall charge the Client at the rate set out in Schedule 1, unless this is included in the contact, which will be stated in “Miscellaneous Matters”

7. Variations

• The Client shall be entitled at any time prior to completion of the Work to request in writing the Writer to modify the design or functionality of the Website, within reasonable boundaries of the originally agreed specification.
• The Client shall provide the Writer with full particulars of any requested modification and such further information as the Writer shall reasonably require.
• Within [seven] days of receipt of such a request the Writer shall inform the Client in writing whether such modification is technically feasible and shall inform the Client of:
  • the estimated number of additional hours of work;
  • any necessary alteration to the Timetable;
  • as are required by the proposed modification.
• If the Client elects to proceed with the modification within [five] days of receipt of such information, then the Timetable shall be amended in the manner indicated by the Writer. If the client does not respond to the request, we shall assume that the modifications are no longer required and the process to request modifications will start again.
• If modification is requested after the Work has been substantially completed the Writer may decline to accept the additional work until after completion of and payment for the Work, such additional work becoming the subject of a separate contract.
• If the Writer modifies the whole or any part of the Work in accordance with this paragraph he shall make all appropriate related modifications to respectively the Specification and the Documentation so that both of these documents accurately reflect the finished version of the Work.

 

8. Testing and acceptance

• The testing shall take place on a private test server owned by Virtual Developments. The client may be given access to this, should it be requested and agreed. If this is the case, secure access credentials shall be given to the client through our Ticketing system.
• The Writer shall test the functioning of the Work.
• If any fault or “bug” is found the Writer shall undertake such further work as is necessary until the functionality is deemed satisfactory.
• When the test procedure is completed with satisfactory results, the Writer shall inform the Client and the Client shall test the Work.
• Within [seven] days, the Client shall inform the Writer of any deficiencies in the operation of the Website and in the absence of any such notification, the Client is deemed to have accepted the Work.
• The Work is complete after:
  • the testing procedure has demonstrated efficient return of functionality to the clients specification;
  • the Website is published on Virtual Developments Hosting Infrastructure, accessible publicly;
  • updated versions of the Specification and the Documentation have been returned electronically to the Client;

 

9. Price and payment

• The Client shall pay the agreed deposits followed the Price Phase by Phase as each Phase is completed in accordance with the timetable set out in Schedule 1.
• Each invoice submitted to the Client for out of contract specification time charged by the hour shall contain a breakdown in respect of the time spent by the staff and the materials and equipment used and the amounts attributable to each.
• The Writer shall be entitled upon not less than [28] days’ notice to the Client and not more than once in every [12 months] during the currency of The agreement to increase the rates for work charged by the hour. Such increase shall be no greater than [20] % in any year.
• The Writer reserves the right to charge the Client interest in respect of the late payment of any sums due under The agreement (both before and after judgment) at the rate of [5] per cent above the base rate from time to time of the Bank of England from the due date until receipt of payment, or 0.20GBP per invoice – whichever is higher.
• The cost of out of contract specification work to be paid by the hour shall be invoiced monthly.
• The Client will make payment of money due within [7] days of receipt of each invoice.
• The Writer will attempt capture of the payment [7] days before receipt of each invoice, if payment details are already held. If this fails, or payment details are not held, the client will make payment as stated in [9.6]

10. Demonstration and training

• Immediately upon publication of the Website, the Writer will provide a short but appropriate explanation, demonstration and training in the operation of any aspects of the Website deemed required for such staff as the Client shall direct and in a format agreed by the Writer.
• The Writer shall provide such further training as the Client may request within [12 months] of the date of completion of the Software Work at the hourly rate set out in Schedule 1. Such training shall be provided by a person fully conversant with the Website.

11. Exclusions from contract

The Excluded Matters are:

• Registration of necessary domain names;
• Registration of Secure Socket Layer (SSL) Certificates;
• Arrangement of merchant server banking and payment service provider facilities;
• Supply or support of new, third party, or changing of existing Client e-mail message systems;
• Purchase of any necessary computer hardware and software;
• Search engine optimisation beyond that specified in The agreement.
• The above terms [11] are bound only if they are not otherwise stated in this contract, for example Registration of necessary domain names can be covered in the contract terms, which would invalidate the [11.1] term of this contract.

12. Third party software rights

• If the Writer incorporates or embeds third party software products in the Work then such products will so far as possible be properly licensed to the Writer. Any license fees payable by the Client to any third party for software incorporated in the Work but not previously used by the Client shall be paid by the Writer unless included in the Price specification set out in Schedule 1.
• Insofar as the terms of business of a third party seller of software do not permit the arrangement set out in sub-paragraph 1, above, then the Client shall himself buy the software concerned whereupon the Writer shall have no obligation in respect of the software except to warrant that it functions as a part of the Work, unless deemed inappropriate by the writer.

 

13. Confidentiality

• The parties are aware that in the course of the Work they will each have access to and be entrusted with information in respect of the business and operation of the other and their dealings, transactions and affairs, all of which information is confidential.
• The parties hereby undertake for themselves and every employee or sub-contractor whose services they may use both during and after completion of the Work that they will not divulge to any person whatever or otherwise make use of (and shall use their best endeavours to prevent the publication or disclosure of) any trade secret or confidential information.
• For the purposes of the Client’s above undertaking, the information shall be deemed to include all information (written or oral) concerning the Specification.
• Each of the Writer and the Client hereby undertakes to the other to make all relevant employees’ agents and sub-contractors aware of the confidentiality of information and the provisions of this paragraph and to take all such steps as shall from time to time be necessary to ensure compliance by its employees’ agents and sub-contractors with these provisions.
• Each of the Writer and the Client hereby undertakes to the other that for the period of [12 months] following completion of the Work they will not directly or by an agent or otherwise and whether for themselves or for the benefit of any other person induce or endeavour to induce any officer or employee of the other to leave his employment.
• The provisions of the last previous sub paragraph shall not apply to one of them if the other becomes subject to bankruptcy, receivership or liquidation proceedings.

 

14. Intellectual property ownership

Word and graphical images owned by a third party are not affected by The agreement. During and after completion of the contract and unless otherwise specified in The agreement ownership of new intellectual property shall be as follows:

• Software Work concepts belong to the Writer, and is leased out to the client through a monthly payment;
• Designs used in the Work belong to the writer, unless specifically provided by the client, or stated elsewhere in contract.
• Software Work designs not used belong to the Writer.
• Graphic images provided by the Writer belong to the writer unless the Writer expressly states that ownership is given to the client.
• Word provided by the Writer prior to the date of The agreement and incorporated in the Work belongs to the Writer.
• Word produced belongs to the writer, unless ownership is transferred at cost to the client.
• Software elements being components previously developed by the Writer belong to him.
• The Writer now grants an exclusive license to the Client for all items listed above and leased to them, for use in connection with any Work the Client might use for a period of 99 years. The Client may not assign this licence except by way of sale or transfer of the whole of the Work, for which terms of this contract must apply.

15. Intellectual property rights indemnity by Client

The Client hereby agrees to indemnify the Writer against all claims and costs arising:

• in any connection with the Content supplied by the Client;
• out of any failure by the Client to comply with Virtual Development’s Terms of Service, or any law applicable;
• from a breach by the Client of The agreement;

 

16. Disclaimers and limitation of liability

• The law differs from one country to another. This paragraph applies so far as the applicable law allows.
• All implied conditions, warranties and terms are excluded from The agreement.
• The Writer knows nothing about the business of the Client. Accordingly, he is not responsible for:
  • the instructions given by the Client in connection with the Software Work or any issue that arises as a result of any work done by the Writer as instructed by the Client.
  • the functionality or profitability of the Website as a business;
  • the text or graphics or other content on the Work;
  • compliance of the Software Work with any law or code of practice.
• This paragraph (and any other paragraph which excludes or restricts the liability of the Writer) also applies to the directors, officers, employees, subcontractors, agents and affiliated companies of the Writer (who may enforce this clause under the Contracts (Rights of Third Parties) Act 1999) as well as to the Writer.
• The following provisions set out the Writer’s entire liability (including any liability for the acts and omissions of its employees) to the Client in respect of:
  • any breach of his contractual obligations arising under The agreement; and
  • any representation statement or tortious act or omission including negligence arising under or in connection with The agreement.
• Any act or omission on the part of the Writer, falling within this paragraph shall be known as an ‘Event of Default’.
• The Writer’ entire liability in respect of any Event of Default shall be limited to damages of an amount equal to the total price paid by the Client for this Software Work.
• The Writer shall not be liable to the Client in respect of any Event of Default for loss of profits goodwill or any type of special indirect or consequential loss (including loss or damage suffered by the Client as a result of an action brought by a third party) even if such loss was reasonably foreseeable or the Writer had been advised of the possibility of the Client incurring the same.
• If a number of Events of Default give rise to substantially the same loss, then they shall be regarded as giving rise to only one claim under The agreement.
• The Client hereby agrees to give the Writer not less than [30] days in which to remedy any Event of Default hereunder.
• The Writer shall have no liability to the Client in respect of any Event of Default unless the Client shall have served notice of it on the Writer within one year of the date he became aware of the circumstances giving rise to the Event of Default or the date when he ought reasonably to have become so aware.
• Nothing in this paragraph shall confer any right or remedy upon the Client to which he would not otherwise be legally entitled.
• The Writer shall not be liable to the Client for loss arising from or in connection with any representations agreements statements or undertakings made prior to the date of The agreement.

17. Termination

The agreement may be terminated:

• immediately by the Writer if the Client fails to pay any sum due within [30] days of the date of submission of an invoice;
• immediately by the writer if the client commits any material breach of any term of The agreement and which in the case of a breach capable of being remedied is not remedied within [30] days of a written request to remedy it;
• immediately by the client if the writer commits any material breach of any term of The agreement and which in the case of a breach capable of being remedied is not remedied within [60] days of a written request to remedy it;
• immediately by the writer if a trustee receiver administrative receiver or similar officer, from either party is appointed in respect of all or any part of the business or assets of the other party or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the other party or for the making of an administration or bankruptcy order (otherwise than for the purpose of an amalgamation or reconstruction);
• Any termination of The agreement by this paragraph shall be without prejudice to any other rights or remedies to which a party may be entitled.

 

18. Miscellaneous matters

• The schedules, if any, to The agreement are part of the agreement and have the same force and effect.
• No amendment or variation to The agreement is valid unless in writing, signed by each of the parties or his authorised representative, and signed through a secure digital online platform.
• If any term or provision of The agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.
• Neither party shall be entitled to assign The agreement nor all or any of their rights and obligations hereunder without the prior written consent of the other.
• Any obligation in The agreement intended to continue to have effect after termination or completion shall so continue.
• No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.
• The Client agrees that the Writer may disclose his information, including assigned IP numbers, account history, account use, etc. to any judicial or proper legal authority that makes a written request without further consent or notification to him.
• All terms in this contract are subject to change based on the Miscellaneous matters stipulated in the specification. For any differences or inconsistencies found in this contract or the specification, the specification will prevail.
• Any communication to be served on either of the Parties by the other shall be delivered by secure e-mail, and by Phone Call.

It shall be deemed to have been delivered:

If sent by e-mail to the address from which the receiving party has last sent e-mail: within 24 hours if no notice of non-receipt has been received by the sender. Tracking will be used, to ensure delivery of the email, and acknowledgement of email opening All phone conversations and agreements may be recorded, and any agreements placed over the phone will be confirmed through digital means.

• In the event of a dispute between the parties to The agreement, then they undertake to attempt to settle the dispute by engaging in good faith with the other in a process of mediation before commencing arbitration or litigation.
• The agreement does not give any right to any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise, except that any provision in The agreement which excludes or restricts the liability of the Writer’s directors, officers, employees, subcontractors, agents and affiliated companies, may be enforced under that act.
• The Writer shall not be liable for any failure or delay in performance of The agreement which is caused by circumstances beyond its reasonable control;
• In the event of any conflict between any term of The agreement and the provisions of the articles of a limited company or any comparable document intended to regulate any other corporate or collective body, then the terms of The agreement shall prevail.
• The validity, construction and performance of The agreement shall be governed by the laws of England and Wales.
• The laws of the Work content apply to the country of the client.
  • The laws of the country(s) the writer operates in, including any Third Party providers of the writer, and any services used by the writer, also apply.