When you ask Squarenet to build, design or edit your website, the following terms will apply. These terms refer to you as the ‘Client’.
This agreement shall be deemed as either fixed or day rate. The interpretation of a fixed agreement shall be where the work to be undertaken is fully defined in the specification and taken on at a fixed price. A day rate agreement is for the purpose of taking on a more flexible working arrangement where work is priced on the basis of days used. A day shall be defined as 8 working hours.
Acceptance of this Agreement
This agreement shall be signed by the parties, or agreed to by email communication, and does not become effective until signed, or replied to, by Squarenet and until all considerations have been received by us in accord with the payment terms. Your appointment of Squarenet to supply your Project is an acceptance of these terms. Any deviation from these terms must be agreed in writing.
If required, Squarenet reserves the right and the Client hereby agrees to allow, the use of sub-contractors or agents to work on any aspect of the Project.
Hosting Service Limitation
The Hosting Service will be provided by you, or a third party other than Squarenet and shall be contracted for separately, and does not constitute any part of this agreement. We cannot guarantee the performance of any Hosting Service that is beyond our control.
Copyright of any Project during development will be owned by Squarenet. The Client will be assigned the copyright for the Project once the final payment under this agreement and any additional charges incurred have been paid. Rights to any supplied images, audio or video will remain at all times the copyright of the respective owners. Where stock images, supplied by Jelinet, are used in your designs you are permitted to use them only in the Project as supplied. You are not permitted to sell the images or re-use them in other projects. Where stock images are sourced from a third party the usage of those images are determined by the third-party’s terms.
Squarenet retains the right to display static graphics of any work I have undertaken as examples of work in our portfolio. Squarenet will always respond positively if you request not to have your project displayed in our portfolio. Any project undertaken by Squarenet that is not destined to be published in the public domain will automatically not be added to our portfolio. Any design idea(s) supplied by Squarenet can be re-used by Squarenet and / or sold to a third party if the Client rejects or fails to pay for the Project design idea(s). Once paid for by the Client, the design idea(s) become the sole property of the Client.
Copyright and Trademarks
The Client unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Squarenet for inclusion in the Project 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, indemnify and defend Squarenet and its sub-contractors from any liability (including legal fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements furnished by the Client.
Squarenet and the Client undertake to work together to complete the Project within the timescale defined in the specification. Squarenet will inform the Client on project progress and will always endeavour to meet the defined Project milestone dates. The Client must also supply all source materials to the specified timescale. Failure to provide source materials within 30 days of the specified timescales will be sufficient grounds for Squarenet to cancel the agreement and retain any deposits made as cancellation fees.
On completion of the Project and on receipt of payments due, according to the agreed terms of payment, Squarenet will publish the Project live on the Internet. Squarenet will also supply all source files either on CD, DVD or by ftp transfer unless requested not to.
Squarenet will fix all errors notified to Squarenet in writing by the Client only, where such errors are the result of Squarenet’s work. Any errors requiring repair that are the result of the Client’s failure to check supplied media will be charged for at Squarenet’s discretion.
A refundable payment of 25% part payment of the total fee may be required from Squarenet with your order, unless otherwise agreed, in which case full payment is due upon completion of services. Whilst any payment due under the agreement remains outstanding, Squarenet shall be entitled at its sole and absolute discretion to withhold provision of any goods or services it would otherwise be obliged to provide under the agreement. Squarenet will issue invoices in respect of work undertaken. The Client is required to settle invoices as the payment falls due, and the Client hereby agrees that Squarenet may suspend ongoing work until any arrears have been paid. All payments for website design may be in any currency that meets the pound-sterling amount invoiced unless any quote is issued in non-sterling currencies. Where non-sterling quotes are issued, Squarenet will absorb any change in the relevant exchange rate up to a maximum of 10% of the total Project value. The Payments must be made promptly based on Squarenet’s standard terms, or any overriding terms agreed in writing specific to the Client’s Project. Squarenet reserves the right to remove any Project from viewing on the Internet until final payment is made. If debt collection proves necessary, the Client agrees to pay all fees (including all legal fees and court costs) incurred by such a process, or as specified by any third party debt collection agency.
Squarenet’s standard terms for settlement are on completion of your project. Please note that unless agreed in advance, immediate payment is required for all work completed.
Legal Notice notwithstanding anything to the contrary contained in this Agreement, Squarenet does not guarantee or warrant that the functions and content of any Project will be error-free. The entire risk as to the quality and performance of the Project is with the Client. In no event will Squarenet be liable to the Client or any third party for any damages, including, but not limited to, service interruptions caused by Acts of God, “the Hosting Service” or any other circumstances beyond the control of Squarenet, any lost profits, lost savings or other incidental, consequential, punitive, or special damages arising out of the operation of or inability to operate the Project, failure of any service provider, of any telecommunications carrier, of the internet backbone, of any internet servers, your or your site visitor’s computer or internet software, even if Squarenet has been advised of the possibility of such damages.
Specifications for any software application or website will be defined per Project.
This agreement constitutes the sole agreement between Squarenet and the Client regarding any Project(s). Any additional work not specified in this Agreement or any other amendment or modification to this Agreement must be authorised by a written request and agreed by both the Client and Squarenet.
This Agreement is made subject to the law of England and Wales. Any dispute will be litigated or arbitrated in the United Kingdom, and the Client hereby consents to the personal jurisdiction of the Courts of England and Wales. Furthermore, the Client waives any right to or claim of sovereign immunity.