This Website Design and Development (“Agreement”) is hereby entered into between you, your employees and agents (collectively “Client”) and applies to the purchase of all Website Design and Development Services (hereinafter collectively referred to as “Services”) ordered by Client.
Please note there are separate terms and conditions that additionally relate to the website hosting services (“Hosting Service”) and also domain services that include registration and renewal (“Domain Registration and Renewal Service”). The Hosting Service and Domain Registration and Renewal Service is provided by Strategiic Ltd. Those terms and conditions can be found here.
ACCEPTANCE
It is not necessary for any Client to have signed an acceptance of these terms and conditions or the Hosting Service and Domain Registration and Renewal Service terms and conditions for them to apply. If a Client accepts a quotation or proposal, then the Client will be deemed to have satisfied themselves as to the terms applying and have accepted these terms and conditions in full, including capping liabilities at a mutually agreed amount and excluding any consequential losses.
Please read these terms and conditions carefully. Any purchase or use of our services implies that you have read and accepted our terms and conditions.
CHARGES
Charges for services to be provided by Fertile Frog Ltd are defined in the project quotation that the Client receives via e-mail. Quotations are valid for a period of 30 days. Fertile Frog Ltd reserves the right to alter or decline to provide a quotation after expiry of the 30 days.
Unless agreed otherwise with the Client, all professional website design services have the payment split equally over 3 months. The first payment of thirty-three (33) percent is due on approval of the proposal. This will be followed by two (2) further monthly scheduled invoices of thirty-three (33) percent each. We would require full payment prior to upload to the server or release of materials.
Payment for services is due by cash, cheque or bank transfer. Cheques should be made payable to Fertile Frog Ltd and sent to Fertile Frog Ltd, Office 1 Strawberry Fields Digital Hub, Euxton Lane, PR7 1PS. Bank details will be made available on invoices.
CLIENT REVIEW
Fertile Frog Ltd will provide the Client with an opportunity to review the appearance and content of the website during the design phase and once the overall website development is completed. At the completion of the project, such materials will be deemed to be accepted and approved unless the Client notifies Fertile Frog Ltd otherwise within ten (10) days of the date the materials are made available to the Client.
TURNAROUND TIME AND CONTENT CONTROL
Fertile Frog Ltd will install and publicly post or supply the Client’s website by the date specified in the project proposal, or at date agreed with Client upon Fertile Frog Ltd receiving initial payment, unless a delay is specifically requested by the Client and agreed by Fertile Frog Ltd.
In return, the Client agrees to delegate a single individual as a primary contact to aid Fertile Frog Ltd with progressing the commission in a satisfactory and expedient manner.
During the project, Fertile Frog Ltd will require the Client to provide website content; text, images, movies and sound files.
FAILURE TO SUPPLY REQUIRED WEBSITE CONTENT
Fertile Frog Ltd is a small business and must maintain efficiency to fulfill commitments. If required information is not provided within the agreed timeline and progress is hindered, Fertile Frog Ltd reserves the right to charge a fee of up to 25% of the total project cost. For projects that include SEO, text content must be provided in advance to plan and execute the process efficiently.
If the Client fails to provide the required information within a week of project start, Fertile Frog Ltd has the right to close the project and the remaining balance becomes due immediately. To avoid this, do not agree to start the project unless you are ready to provide the necessary information promptly.
Text content must be delivered as a Microsoft Word document or equivalent, with page titles matching the agreed website pages. For clarification, please contact Fertile Frog Ltd.
With the content management system, the Client can keep their website content up-to-date.
ADDITIONAL BILLABLE:
Unplanned components, project delays, ideas, revisions, and project scope happen – when there is an unexpected event that will incur a cost, we will notify you ahead of time and will not produce unless we receive clear approval for increased budget and timeline.
Hourly rate: £65/hour, billed to the quarter of an hour through our online billing and desktop hour tracking software. However, most additional projects and/or project modifications will be scoped and bid on a fix-price basis.
PAYMENT
Fertile Frog Ltd will send invoices via email upon completion of the project but before publishing the live website. Hard copy invoices can be requested by the Client. Payment is due upon receipt of the invoice.
Accounts unpaid 30 days after invoice date will incur a monthly service charge of 1.5% or £30, whichever is higher, on the total amount due.
CLIENT REIMBURSEMENT
The Client agrees to pay for any additional expenses incurred by Fertile Frog Ltd for the successful completion of the project, such as special font purchases or stock photography.
BROWSER COMPATIBILITY
Fertile Frog Ltd strives to design websites that can be viewed by the majority of visitors using popular browsers (e.g. Firefox, Internet Explorer 8 & 9, Google Chrome, etc.). However, compatibility with all browser software and operating systems cannot be guaranteed.
Fertile Frog Ltd is not responsible for any issues with website display on newer browser versions released after the website has been completed and delivered to the Client. Fertile Frog Ltd reserves the right to charge for any work necessary to update the website design or code to work with updated browser software.
DEFAULT
Invoices that are unpaid thirty (30) days past the date of invoice will be considered as overdue. If the Client has an overdue balance, Fertile Frog Ltd reserves the right to remove any information or files stored on their web space. This removal will be done at Fertile Frog Ltd’s discretion and the company takes no responsibility for any loss of data that may result. The removal of such material does not absolve the Client of their obligation to pay any outstanding fees. In the event of a check being returned due to insufficient funds, a fee of £25 will be charged, and the Client’s account will be considered overdue until full payment is received. Clients with overdue accounts are obligated to pay Fertile Frog Ltd’s reasonable expenses, including legal fees and costs for collection by third-party agencies, incurred while enforcing these terms and conditions.
PROJECT CANCELLATION
Fertile Frog Ltd may cancel a project if the Client fails to respond for 30 days. In this case, no refund will be provided. If the Client cancels the project after the website is transferred, no refund will be provided. If the Client wishes to reactivate the project, a fee of £500 must be paid before work resumes. If Fertile Frog Ltd cancels the project, any amounts owed to the company must be paid immediately.
REFUNDS
The client may request a refund for their project before the start of any work by Fertile Frog Ltd. If so, a 100% refund will be issued. Once work has begun, no refunds will be granted. This includes research, design, coding, etc. Upon transfer of website files to a server chosen by the client, no refunds will be provided. Fertile Frog Ltd is not responsible for any compatibility issues with the selected server or insufficient resources, but will provide up to 3 hours of troubleshooting. Any additional troubleshooting required will be charged at £65/hr.
TERMINATION OF SERVICES
The Client must provide written notice of termination of services to Fertile Frog Ltd. Termination will become effective upon receipt of the written notice. Telephone or email requests for termination will not be valid until confirmed in writing. The Client will be invoiced for research, design and development work completed up to the date of the first notice of termination and must pay the full amount within 30 days.
INDEMNITY
The Client agrees to indemnify and hold Fertile Frog Ltd harmless against any and all claims, damages, liabilities, costs, and expenses, including reasonable attorney’s fees, arising from or related to the Client’s use of the services provided by Fertile Frog Ltd. The Client represents and warrants that their use of the services will be in compliance with all applicable laws and regulations and will not infringe the rights of any third party. This indemnification obligation shall survive the termination of this agreement.
COPYRIGHT
The Client retains copyright to their data, files, and logos and allows Fertile Frog Ltd to use and publish them. The Client must get permission from third parties for any copyrighted material. The Client is responsible for giving Fertile Frog Ltd permission and indemnifying them from claims due to the Client’s failure to obtain proper copyright permission. The contract is considered the Client’s guarantee to Fertile Frog Ltd that all permissions have been obtained and evidence may be requested.
LIABILITY
Fertile Frog Ltd shall not be liable to the Client or be deemed to be in breach of the contract by reason of any delay in performing, or any failure to perform, any of Fertile Frog Ltd’s obligations in relation to the Services, if the delay or failure was due to any cause beyond Fertile Frog Ltd’s reasonable control, including but not limited to acts of God, war, civil commotion, strikes, lockouts, riots, acts of government, acts of terrorism, fire, flood, drought, and weather conditions.
Fertile Frog Ltd’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Services shall be limited to the charges paid for the Services.
The Client agrees to indemnify Fertile Frog Ltd against all claims, costs, damages, losses and expenses arising in connection with any use of the Services by the Client or its employees, agents, or contractors, including without limitation any claims made by third parties.
The Client shall be responsible for obtaining and maintaining all telephone, computer hardware, software, and other equipment needed for access to and use of the Services and all charges related thereto.
The Client shall be solely responsible for the contents of its transmissions through the Services.
WARRANTIES
The Services provided by Fertile Frog Ltd are warranted to perform substantially in accordance with the terms and conditions agreed upon by the Client and Fertile Frog Ltd.
Fertile Frog Ltd does not warrant that the Services will be uninterrupted or error-free; nor does it make any warranty as to the results that may be obtained from the use of the Services.
Fertile Frog Ltd makes no warranty or representation, express or implied, with respect to any software or documentation provided to the Client in connection with the Services, including without limitation any warranty of merchantability or fitness for a particular purpose.
Any warranty that is provided in connection with any of the Services, software or documentation is provided solely by the manufacturer, and not by Fertile Frog Ltd.
The Client shall be responsible for ensuring that the Services meet the Client’s requirements and for making use of any available support services.
FORCE MAJEURE
Fertile Frog Ltd shall not be liable for any loss or damage suffered by the Client as a result of any failure to perform its obligations under this agreement if such failure is due to any cause beyond Fertile Frog Ltd’s reasonable control, including but not limited to acts of God, war, civil commotion, strikes, lockouts, riots, acts of terrorism, fire, flood, drought, and weather conditions.
VARIATION
Fertile Frog Ltd reserves the right to alter these terms and conditions at any time. The Client will be deemed to accept the current terms and conditions on placing an order.
SEVERABILITY
If any part of these terms and conditions shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed to be severable from these terms and conditions and shall not affect the validity and enforceability of any of the remaining provisions of these terms and conditions.
ENTIRE AGREEMENT
These terms and conditions, together with the quotation and proposal, constitutes the entire agreement between the Client and Fertile Frog Ltd, and supersedes all prior agreements and understandings, whether written or oral, between the parties with respect to the subject matter hereof.
GOVERNING LAW
These terms and conditions shall be governed by and construed in accordance with the laws of England and Wales.