THE FOLLOWING TERMS AND CONDITIONS APPLY TO ALL SERVICES, INCLUDING WEBSITE DESIGN AND DEVELOPMENT SERVICES, PROVIDED BY US (THEWEBSITEDESIGNER.IE) TO THE CLIENT (THE “CLIENT”), IN CONJUNCTION WITH ANY RELEVANT QUOTATION PROVIDED TO THE CLIENT BY THEWEBSITEDESIGNER.IE, UNLESS OTHERWISE AGREED IN WRITING. ACCEPTANCE OF A QUOTE, PURCHASE AND/OR USE OF THE SERVICES SHALL BE CONSIDERED ACCEPTANCE OF THE TERMS AND THE PROPOSAL TO THE 52 STEPS TO A BETTER BUSINESS (THE “PROPOSAL”). ONCE THE FEE IS PAID, THE WEBSITE SHALL BE DESIGNED BY US (THEWEBSITEDESIGNER.IE) FOR YOU (THE “CLIENT”).
1.1 In consideration of the Client paying the Designer the relevant Fees (as set out in the Project Proposal), the Designer shall:
(a) design the Website in accordance with the Client Requirements set out in the Project Proposal on behalf of the Client (the “Project”); and
(b) where agreed between the parties, provide the Services to the Client.
1.2 The Project Specification can be found in the Project Proposal document.
1.3 Any amendments or variations to the Project Specification must be made in writing and agreed between the Parties. Where one Party does not agree with the proposed amendment or variation, the Parties shall discuss the proposed changes in good faith. Where any changes to the Project Specification would result in additional expense to the Designer over and above the Fees as outlined in the proposal, the Designer shall be entitled to charge the Client for the additional expenses that are agreed upon between the Designer and the Client.
2.1 Upon agreement of the Project (as stated in the Project Proposal) , the Client shall make full payment of the fees to the Designer upon which the Designer shall begin the Website Design process (as set out in the Proposal).
2.2 If the Client requires the completed Website to be loaded onto third party hosting services provided by the client, the Client is responsible for ensuring that the intended file server or disk space is properly configured.
2.3 Once the Designer has delivered the Website to the Client, the Client shall have a period of 7 working days (the “Acceptance Period”) to test the Website to ensure it conforms to the Project Specification. Acceptance of the Website may only be withheld by the Client if it can demonstrate that the Website does not conform materially to the Project Specification. Upon completion of the Acceptance Tests, the Client shall confirm to the Designer that the Project is complete (accepting the website).
2.4 Acceptance of the Website shall be deemed to have taken place upon the occurrence of any of the following events:
(a) the expiry of the Acceptance Test Period and the Client has not raised with the Designer any material differences between the Website and the Project Specification; or
(b) the Client uses any part of the Website other than for test purposes.
2.5 Upon receipt of the Project Release or deemed acceptance, the Designer shall have no further obligations to undertake any work in relation to the Project. The Client may however request that the Designer undertake further work relating directly or indirectly to the Project. If it agrees to undertake such work, the Designer reserves the right to charge the Client for any additional work carried out at its commercial rate at that time.
3.1 The Client undertakes to deliver to the Designer all content, data, images and other information and all trade marks, trade names, logos and other branding of the Client (the “Customer Content”) required for the Project.
3.2 The Client acknowledges that the Designers’ ability to complete the Project is dependent upon the full and timely cooperation of the Client and the Client undertakes to notify the Designer promptly in writing of any delays in delivering the Client Content or specification input. Where the Client has notified the Designer of any delay, the Client will provide the Designer with a revised timetable for supplying such Client Content or input.
3.3 The Designer will not be responsible for any delays, missed milestones (where specified in the Project) or additional expenses incurred due to the late delivery or non-delivery of the Client Content or input where required by the Designer for the Project.
4.1 The Client will pay the Project fees set out in the Proposals ‘Your Investment’ (the “Fees”) to the Designer.
4.2 Notwithstanding any specific payment milestones set out in the Project Specification, the Fees shall be payable by the Client upon acceptance of the Proposal.
4.3 The Client shall make all payments due in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise.
4.4 All invoices are sent to the Client via email to the Client’s specific email address. The Client will notify the Designer of any changes to the invoicing address.
4.5 The Designer will return the fee to the Client, if the project does not go ahead on account of the Designer. If works have already commenced, and the contract is canceled by the Client, the fee will be returned minus costs for works completed.
5.1 The Client grants to the Designer a non-exclusive, revocable, royalty-free license to use and reproduce the Client Content solely for the purpose of performing its obligations under this Agreement.
5.2 Upon full payment, the website design, software and coding produced by the Designer in respect of the Website (excluding any Client Content) (the “Designer Materials”) will be licenced to the Client under the End-User-License-Agreement unless otherwise agreed within accepting the proposal.
5.3 The Client undertakes not to access, modify, alter all or part of the Designer Materials with a view to creating a separate website or licensing the Website to a third party or diminish the design and function of the Website, without the prior written consent of the Designer.
5.4 The Designer can register and renew domain names on behalf of and as requested by the Client. Fees and expenses incurred in registration and/or renewal will be excluded as part of the Fees. On payment of the Fees and delivery of the Project Release by the Client, the Designer undertakes to transfer all registration details for the Website, including but not limited to technical and administrative details, to the Client if requested.
6.1 Each party warrants that it has full power and authority to enter into and perform this Agreement.
6.2 The Designer warrants that it will perform its obligations under this Agreement with reasonable skill, care and diligence and that the Client’s use of the Designers Materials will not infringe any third party intellectual property rights.
6.3 The Client warrants that it, or its licensors, is the owner of any intellectual property rights in the Client Content and that the Client has authority to use the Client Content in relation to the Website and that the Designers’ use of the Client Content in accordance with this Agreement will not infringe any third party intellectual property rights.
6.4 The Client confirms that to the best of their knowledge and belief that the Client Content does not contain anything which may reasonably be considered blasphemous, defamatory or obscene and does not breach any applicable law or regulation. The Client confirms that they own and have full authority to the Client Content.
6.5 Save as expressly provided in this Agreement, all warranties, conditions, or other terms implied by statute, common law or otherwise are excluded.
7.1 Nothing in this Agreement shall exclude or restrict the liability of either Party to the other Party for death or personal injury resulting from negligence or for liability for fraudulent misrepresentation or for any other liability which cannot be excluded by applicable law.
7.2 Subject to clause 7.1 and 7.4, neither Party shall be liable, whether in contract, tort (including negligence), statutory duty or otherwise, under or in connection with this Agreement for any loss of revenue, loss of actual or anticipated profits, loss of business, loss of operating time or loss of use, loss of opportunity, loss of reputation, loss of, damage to or corruption of data or any indirect or consequential loss or damage howsoever caused.
7.3 Notwithstanding clause 7.2 above, the Designer shall have no liability for any loss or damage caused to the Client due to:
(a) any network failure and/or inability on the part of the Client to access the Website due to a problem with the Internet and/or any telecommunications network;
(b) any viruses, worms, Trojan horses or other similar devices.
7.4 The Client shall indemnify and keep the Designer fully indemnified against any and all third party claims of infringement of intellectual property rights affecting the Client Content or the Hosting Services.
7.5 The aggregate liability of the Designer under this Agreement shall in no event exceed €250.
7.6 Notwithstanding clause 7.5 above, the total aggregate liability of the Designer under this Agreement shall in no event exceed €750.
7.7 The Client acknowledges that it is for the Client to ensure that the Website does not infringe the laws of any jurisdiction within which it is actively promoted.
7.8 From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. The client agrees that the client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend TheWebsiteDesigner.ie and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the client’s exercise of Internet electronic commerce.
8.1 If the Client is not taking services from the Designer, this Agreement will terminate automatically upon delivery of the ‘The Initial Stage’ outline in the Project Proposal to the Designer, unless otherwise extended by the Parties in writing. Otherwise, this Agreement shall continue unless or until terminated by either Party in accordance with the terms of this Agreement.
8.2 Notwithstanding clause 8.1 above, either Party may terminate the Agreement immediately in the event that the other Party:
(a) commits a material or persistent breach of its obligations under this Agreement which is incapable of remedy (and non-payment shall be deemed a material breach);
(b) fails to remedy a breach of any of its obligations under this Agreement, where it is capable of remedy, or persists in any breach of any of its obligations under this Agreement after having been required in writing to remedy or desist from such breach within a period of 30 days;
(c) is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
(d) makes or proposes any voluntary agreement or enters into a compromise for the benefit of its creditors;
(e) being a company, becomes subject to an administration order or goes into liquidation, (other than for the purpose of amalgamation or reconstruction);
(f) has a receiver appointed to administer any of its property or assets
(g) ceases or threatens to cease to carry on business; or
(h) has failed to meet expectations. In this case the client will pay the Designer for all work completed at the stated rate of the Designer. The Designer will then pass all material designed under the project to the client.
8.3 On the termination of the Agreement other than under clause 8.1 above, the Client undertakes to return promptly any test examples of the Website and any document, manuals or other printed materials which have been delivered to the Client by the Designer and to return or destroy any copies thereof (as requested by the Designer).
8.4 Any termination of the Agreement shall be without prejudice to any rights accrued in favour of either Party and will not affect those provisions of the Agreement which are by their construction intended to survive such termination.
9.1 Each Party undertakes that it shall not at any time during this Agreement, and for a period of 2 years after completion of the Project, disclose to any person any confidential information concerning the business, affairs, trade secrets, technical, commercial, financial, operational, marketing or promotional information or data of either Party or the terms of this Agreement, except as may be required by law, court order or any governmental or regulatory authority.
9.2 The provisions of clause 9.1 shall not apply to confidential information received by a Party which: (i) that party can prove was know before receipt; (ii) is in or enters the public domain through no wrongful default by or on behalf of that party; or (ii) was received from a third party without obligations of confidence owned directly or indirectly to that Party.
9.3 Neither Party shall use the other Party’s confidential information for any purpose other than to perform its obligations under this Agreement.
10.1 Upon acceptance of the Website by the Client, the Designer will procure and maintain a hyperlink from the Client’s Website homepage to the Designer’s homepage in the form of, “designed by TheWebsiteDesigner.ie”. The Client will maintain the hyperlink “designed by TheWebsiteDesigner.ie” indefinitely unless the Designer requests otherwise.
10.2 The Designer shall be permitted to refer to their working relationship and/or discuss the Project in any press or publicity, without obtaining the approval of the Client to the content of the disclosure unless otherwise agreed in The Proposal.
11.1 Neither party may assign or otherwise transfer this Agreement or any rights, duties and obligations hereunder without the prior consent in writing of the other party.
12.1 Neither Party shall be liable for delay or failure to perform any obligation under this Agreement if the delay or failure is caused by any circumstances beyond its reasonable control, including but not limited to acts of god, war, civil disorder or industrial dispute. If such delay or failure continues for a period of at least 90 days, the Party not subject to the force majeure shall be entitled to terminate the Agreement by notice in writing to the other.
13.1 Nothing in the Agreement shall be construed as creating a partnership, joint venture or an agency relationship between the Parties and neither Party shall have the authority or power to bind the other Party or to contract in the name of or create a liability against the other Party.
14.1 Failure or delay by either Party to enforce any right or remedy under the Agreement shall not be taken as or deemed to be a waiver of that right or remedy, unless the waiving party acknowledges the waiver in writing. Waiver of a breach of any term of this Agreement shall not operate as a waiver of breach of any other term or any subsequent breach of that term.
14.2 If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the legality, validity or enforceability in that jurisdiction (or in any other jurisdiction) of any other provision of this Agreement.
14.3 No addition to or modification of any clause in the Agreement shall be binding on the Parties unless made in writing and signed by both Parties.
14.4 This Agreement constitutes the entire agreement and understanding of the Parties in respect of the subject matter of this agreement and supersedes and extinguishes any prior agreements, undertakings, promises or conditions between the Parties relating to the subject matter. Each party acknowledges to the other that it has not been induced to enter into this Agreement nor has it relied upon any representation, promise, assurance, warranty or undertaking not contained in this Agreement.
14.5 A person who is not a party to this Agreement has no rights to enforce, or to enjoy the benefit of, any provision of this Agreement.
This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual claims or disputes) shall be interpreted, construed and enforced in accordance with Republic of Ireland law and shall be subject to the exclusive jurisdiction of the Irish Courts.
