Liam Mitchell trading as Breeze Development whose address is 26 Blundell Road, Whiston, Prescot, Merseyside, L35 7NH (“the Consultant”) each hereinafter called individually the “Party” or jointly the “Parties”
The Client hereby wishes to retain the services of the Consultant as an independent contractor in relation to the design and hosting of a website and the Consultant is willing to make such services available to the Client.
The Consultant’s duties:
The Client is retaining the Consultant to perform the duties laid out in either Schedule 1a – “Statement of Work – Project Work” or Schedule 1b – “Statement of Work – Ongoing Support” which may be amended from time to time by mutual written agreement of the parties. These duties may include, but are not limited to:
The development of a website strategy relating to functionality, content and the use of multimedia and social media
The development and hosting of a website;
The coaching and mentoring of the Client’s personnel in the use and management of the website;
The development and implementation of tools to measure the successful use of the website
Although the Consultant takes every care to ensure that websites produced by the Consultant are search-engine-friendly, this does not by itself guarantee that the Client’s listing will appear immediately with a high ranking. It can take up to several months for major search engines to index the Client’s website. Search engine optimisation will only be one part of the Client’s online marketing strategy. The Consultant cannot be held responsible to flaws in the Client’s marketing strategy that may result in the search engine ranking of the website being raised.
The Consultant’s website maintenance services are offered on a monthly or annual basis and are broadly defined as modifying existing textual content and imagery of the website. The scope of this offering is defined in Schedule 1b but the Consultant reserves the right to define what is deemed ‘maintenance’. Anything outside of the scope of maintenance will be arranged with the client on a project or ongoing basis by modification of Schedule 1a and/or Schedule 1b.
The Client understands and agrees that the timely execution of the Consultant’s duties will at times depend upon the timely input of both resources and information by the Client. The Client hereby confirms that they will provide all resources and information in a timely way as reasonably required by the Consultant and that they will not hold the Consultant in breach of this contract or any other contractual obligations where such breach has been caused by the Client’s failure to provide the required resources and information according to the agreed deadlines. The Client also agrees to compensate the Consultant for any additional expenses incurred through the Client’s failure to meet agreed deadlines.
In respect of all services provided by the Consultant under this agreement the client agrees to pay the various consultancy fees set out in Schedule 1a and/or Schedule 1b. Unless agreed differently standard payment terms will be:
Short term project work delivered in less than 2 weeks – split payment, with 50% in advance of starting the work and the remaining 50% upon completion of the site.
Longer term project work delivered in over 2 weeks – 25% deposit in advance of starting the work, 50% half way through the project and the remaining 25% on satisfactory completion of the work
Ongoing support including website maintenance and hosting – monthly payment to be received on the 1st calendar day of a month in advance of each calendar month. If payment is not received by the 7th calendar day of the month a warning will be issued, if the payment is not made by the 14th day of the month then all services will be suspended until such time as payment is made in full.
In Special cases monthly payment plans will be put in place, this will be specified in the proposal which will be given in person and by email to the client.
The Client shall reimburse all non-consultancy fee expenses incurred by the Consultant on behalf of the Client. Such expenses shall be estimated in Schedule 1a and/or Schedule 1b but will be confirmed in writing to the client and approved in writing by the Client before they are incurred and will be invoiced at the end of each month with payment terms of 30 days.
Term & Termination:
This agreement is effective from the date of execution for an initial period of 6 months and thereafter shall continue on a monthly basis unless terminated by either the Consultant or the Client. Termination may be by either the Consultant or the Client by giving 28 days written notice. Immediately upon termination all payments for work completed and expenses incurred or contractually committed for future payment up to the date of termination become immediately due and payable in 15 days from invoice.
The Consultant reserves the right to terminate this agreement and to remove a deployed website from a live server in the event of non-payment of the final invoice or failure to pay for ongoing support as provided for in clause 3c.
The Client understands and agrees that the Consultant is an independent contractor and nothing either in this agreement or in its performance shall be deemed to create any employment, partnership, joint venture or agency relationship between the Consultant and the Client. The Consultant warrants that at no time will they make any representation, either implied or express, that they are anything other than an independent contractor in relation to the Client.
All Intellectual Property including, but not limited to, the Copyright of software, photographs, images, artwork, copy, information and data created by the Consultant during the execution of this Agreement is and shall remain the property of the Consultant. Unless confirmed in writing and signed by an authorised representative of the Consultant nothing in the terms of this agreement shall vest any ownership rights in the Client.
The Consultant hereby grants, for the sum of £1, a non-exclusive licence to the client to use the Intellectual Property created by the Consultant during the execution of this Agreement for the purposes for which it was created as part of the Agreement subject to the following conditions:
Full payment has been made by the Client for the work completed according to the terms of this agreement
The Intellectual Property cannot be used for any purposes which are libellous, defamatory, pornographic, obscene or otherwise unlawful in the jurisdiction in which they are used.
The Client may not sub-licence the Intellectual Property without the prior written consent of the Consultant.
The use of the Intellectual Property other than for the purposes for which it was created as part of the Agreement will require further written licence, the terms of which will be determined and agreed in writing at that time by the Consultant and the Client.
This licence, granted to the Client, shall be automatically revoked if any of the terms in clause 7b are breached.
The Consultant may use material created during the performance of this Agreement for their own publicity campaigns.
Content material supplied by the Client:
The Consultant reserves the right to refuse to handle any content material that under the laws of England & Wales is deemed to be discriminatory, obscene, blasphemous, offensive to religion or defamatory towards any person living or dead and contains material that has been obtained in violation of the Data Protection Act 1998, the Freedom of Information Act 2000, the Regulation of Investigatory Powers Act 2000, the Privacy and Electronic Communication Regulations 2003, the Official Secrets Act or any analogous domestic or foreign legislation and contains any material that will constitute a contempt of court. The Client will indemnify and hold harmless the Consultant from and against any claim relating to the above.
The Client warrants that there has not been any granting of any interest in the copyright of any content material supplied by them by licence or otherwise to any person or company or legal entity of any other description and the Client further declares that such content material has not been previously published or that if it has been previously published that it remains the property of the Client who retains full copyright in the material.
The Consultant agree that they will not disclose the Client’s Confidential Information to anyone other than an employee or consultant with the Client, nor will they use any Confidential Information for any purpose other than for performing their duties under this Agreement. Upon termination of this Agreement the Consultant agrees to return all Confidential Information in their possession to the Client. For the purposes of this clause Confidential Information includes any information that is not already in the public domain that is:
Information specifically designated by the Client as confidential
Information relating to the components, costs, production processes, profitability, development programmes or any information identified by the Client as “trade secret” of any product produced by the Client
Information relating to business and marketing plans, customers or clients, associates, agents, partners or affiliates of the Client
Information relating to business structure, processes, turnover, profitability or forward strategy of the Client.
The obligations of this clause shall survive the termination of the Agreement.
Conflict of interest:
The Consultant warrants that they do not have, nor will enter into during the term of this Agreement, any other agreement that will bring them into conflict with any provision under this Agreement and prevent them from complying with provisions of the Agreement.
The Consultant will not under any circumstances share or sell any of the Client’s details or information to any 3rd party without the Client’s prior written consent.
Neither the Consultant nor the Client shall assign this Agreement unless consented to in writing and signed by authorised representatives of both the Consultant and the Client.
No waiver, by either the Consultant or the Client, whether implied or express, of any particular provision of this Agreement, or of any breach or default of either party, shall constitute either a continuing waiver of such provisions or a waiver of any other provisions of the agreement.
The Consultant shall not be liable for delay in performing or for failure to perform its obligations if the delay or failure results from any of the following:
(i) Acts of God;
(ii) Outbreak of hostilities, riot, civil disturbance, acts of terrorism;
(iii) The act of any government or authority (including refusal or revocation of any licence or consent);
(iv) Fire, explosion, flood, fog or bad weather;
(v) Power failure, failure of telecommunications lines, failure or breakdown of plant, machinery or vehicles;
(vi) Default of suppliers or sub-contractors;
(vii) Theft, malicious damage, strike, lock-out or industrial action of any kind;
(viii) Any cause or circumstance whatsoever beyond the Consultant’s reasonable control
This Agreement constitutes the entire Agreement between the Consultant and the Client and supersedes any and all prior agreements whether written or oral. No modification to the Agreement or any claimed waiver shall be deemed to be valid unless in writing and signed by authorised representatives of both the Consultant and the Client.
The provisions of this Agreement are severable and if any part thereof is held to be invalid or unenforceable by any court then it will not affect the validity or enforceability of any of the remaining provisions.
Any differences arising between the Consultant and the Client concerning this Agreement or the rights and liabilities within it shall be governed by and interpreted, in all respects, in accordance with the Laws of England. The parties hereby submit to the non-exclusive jurisdiction of the English Courts.
The paragraph headings used in this Agreement are for convenience and reference only – they are not intended to define or limit the scope of any of the provisions of the Agreement