We want to make things as straightforward between us as possible, so throughout this agreement, to make it easier to read, we’ll use the following terms:
|“The ‘Agency’, ‘We’ or ‘Us’”||This means Figment|
|“The ‘Client’ or ‘You’”||This means [Client name]|
|“The ‘Client Contact’”||This is the nominated person from the Client’s business who will be responsible for all decision making, sign-offs and provision of information and other requirements during the project.|
|“Services”||These are the services we will be providing to you; they are detailed in your Project Proposal and may include website design and development; consultancy; search engine optimisation (SEO), website hosting and website support.|
|“System”||means any online communications infrastructure that we make available through the Website either now or in the future. This includes, but is not limited to, web-based email, message boards, live chat facilities and email links;|
|“Products”||If you have engaged us to carry out a website audit, a strategic planning workshop, a marketing plan and/or a disclaimer then these will be classed as ‘Products’. Also, any hardware, third party software or code (see below for definitions) will also be classed as a Product.|
We hope you’ll also find the following glossary useful when reading this agreement:
|“Browser”||A software application used to find and display web pages, e.g. Google Chrome, Mozilla Firefox, Microsoft Edge, etc.|
|“Device”||Any piece of equipment you use to access applications and the internet, e.g. a smartphone, a tablet, a laptop or a desktop computer.|
|“Software”||The physical aspect of computers and other devices.|
|“Hardware”||These are the services we will be providing to you; they are detailed in your Project Proposal and may include website design and development; consultancy; search engine optimisation (SEO), website hosting and website support.|
|“Domain Name”||A unique name that identifies a particular web page.|
|“Domain Name Registrar”||An organisation that manages the reservation of internet domain names.|
|“Website Hosting”||The process that makes websites available on the worldwide web. Without website hosting, no one would find your website online.|
|“Content Management System (CMS)”||A computer application that supports the creation and modification of website content. Once you have logged in securely to your CMS, you can add, remove and edit text, images and other content.|
|“Code”||The instructions used to power a computer program.|
|“Source Files”||The original graphical design files used to make up your website design|
|“Search Engine Optimisation” (SEO)||Search engine optimisation, often referred to as ‘SEO’, is the process that helps websites rank well in the search engines for the keywords and phrases that are relevant to their business.|
Term of the Agreement
- Unless we agree otherwise between us, the term of this agreement will begin as soon as you’ve signed the Proposal.
- The services we’ve agreed between us are all detailed in your Proposal. We’d also like you to know:
- You can count on us to share all the knowledge and expertise we possibly can in the provision of the services, unless there’s an issue such as confidentiality that prevents us from doing so.
- If there are any other services you need that aren’t detailed in the Proposal, or there’s anything else you require such as Software or Products, then all you need to do is ask us for a quote. We’ll provide it in writing and will wait for your go-ahead before proceeding. If you accept the quote for those additional Services, Software or Products then the terms of this agreement will automatically apply to those extras.
- If you’ve signed up for Support and/or Website Hosting Services then you’ll receive separate terms and conditions for those.
- We regret we’re unable to offer email hosting services, or support for third party email.
Domain Name Services
- If you need us to register a new domain name for your website, or renew or transfer one, then a contract will form between you the Client and the domain Registrar (see Glossary above for a definition). We’re happy to manage the registration, renewal or transfer process for you, but just wanted you to be clear that we are only acting on your behalf in doing so.
- Where we are registering a new domain on your behalf, an administration fee of £30 plus VAT will apply plus any domain registry fees. We’ll let you know what those fees are in advance.
- We regret we’re unable to guarantee you’ll get your preferred domain name and we encourage you to not assume that the name has been registered for you until you see written confirmation of such from us.
- Because we are simply acting on your behalf in registering a domain name, unfortunately we aren’t able to guarantee that the name will not infringe the rights of any third party. For example, if the name is similar to another established brand name or trademark which later requests the domain is released to them, then we won’t be able to accept any responsibility for the consequences.
- If we’ve registered a domain name on your behalf and you later wish to transfer it away from us, then a release fee of £50 plus VAT will apply.
Website Design & Development Services
- Where we’re providing website design and development services, please note the following which will apply to your new website:
- Cross-browser support and compatibility:
- We’ll always make sure your site works well, but if the provider of the browser (e.g. Microsoft, Mozilla, Google, Apple etc.) doesn’t support the browser, then we’re sorry to say that we can’t either.
- We are only able to fully guarantee your website will be compatible with the latest versions of the best known browsers, i.e. Google Chrome, Microsoft Edge, Safari, Mozilla Firefox and Opera.
- We are only able to fully guarantee mobile compatibility across smartphones and tablet devices that remain supported by the device manufacturers.
- If there is an issue with a particular browser that does not fall under any of the above then we will happily look into it for you, but just to let you know it will be based on you accepting a separate quote together with your agreed project rate.
- Font licensing:
- We only use the licensed fonts provided by Adobe Typekit and Google Fonts.
- If you’d like to use your own fonts for your website that’s fine, but they must be fully licensed. Unfortunately we can’t take any responsibility at all for any issues arising around the use of unlicensed fonts.
- If you decide to leave the Agency in the future then you should be aware that you may need to purchase your own fonts, or font licences.
- Acceptance testing and handover:
- We’ll present the website to you ahead of launching it so you can check it meets all the requirements that were outlined in the Proposal. If you feel that something is missing or not working properly, then we’ll ask you to show us how the website isn’t performing in line with the specification provided.
- Once you have accepted the new website, paid your final project balance and handed over to us to make the website live, we will be happy to deal with any issues or further requirements that arise, however, if these are not classed as technical defects (see below) and not communicated within 30 days, then it will be classed as additional work for which we’ll provide you a quote, or we can use your support allowance if that applies.
- Warranty period:
- Technical defects, also referred to as ‘bugs’, are covered free of charge for 30 days after your acceptance and handover of the new website.
- If you are unsure about what would be considered a technical defect you are welcome to check with us.
- If you enter into a Website Support and Hosting Agreement with the Agency, then all issues, requirements and technical defects stated in that agreement will be covered for the period of that agreement.
- Client’s own hosting & support:
- If you decide you’d prefer to provide your own hosting and support for your new website then we’ll demonstrate that the website works on our web server. Once we’ve done this, we’ll supply all the website files and assets securely to a single contact nominated by you.
Search Engine Optimisation (SEO) Services
- Our SEO services include but aren’t limited to the following:
- Researching keywords and phrases to choose the search terms that are relevant to your business and goals.
- Creating, editing and / or optimising the various content, tags and meta data that make up your website.
- Analysing and making recommendations on the best possible structure, navigation and coding for your website so it meets best practice SEO guidelines.
- Recommending the addition of extra web pages or content to help catch searches for keywords and phrases relevant to your business.
- Obtaining ‘backlinks’ from related websites and directories to help boost link popularity and increase traffic to your website.
- Creating traffic and ranking reports so you can see where your website is ranking in the major search engines and how much traffic its getting.
- In exchange for our professional SEO services, you’ll agree to provide us with the following:
- Access to the backend of your website so we can analyse its content and structure.
- Permission to make changes to your website so that we can optimise it.
- Permission to communicate directly with any third parties involved in your website, such as your web developer or IT people.
- Unlimited access to any existing website traffic statistics so we can analyse and track the data we need to do the best job possible.
- Permission to use your images, videos, logos, trademarks, printed literature, downloadable and written content, etc. for any reason we deem beneficial for SEO purposes.
- You’ll agree that:
- All fees paid are non-refundable.
- All fee amounts charged and services, methods, documents, recommendations and reports provided are treated as strictly confidential.
- We have no control over search engine policies and the type of websites and / or content they accept or list now or in the future.
- We will do all we can using the allocated resources to get your websiteranked at the top of search engines that are most relevant. However,because some keywords and phrases are highly competitive andsearch engine algorithms are constantly changing, and because ofother external factors outside of our control, we do not guarantee #1positions or consistent top 10 positions for any particular keyword,phrase or search term.
- Google has been known to hinder the rankings of new websites or web pages until they have existed for ‘x’ amount of time (the ‘Google Sandbox’), so we take no responsibility for any ranking, traffic or indexing issues related to Google Sandbox penalties.
- Search engines will sometimes drop listings for no apparent or predictable reason. In a lot of cases, the listings will reappear without any further SEO work. However, if a listing drops during your SEO campaign and does not reappear within 30 days of the end of the campaign period, you can rest assured that we will re-optimise the website or page concerned based on the current policies of the search engine in question.
- Linking to ‘bad neighbourhoods’ or obtaining links from ‘link farms’ can seriously damage all SEO efforts. We do not assume any liability for any choices you make in linking to or accepting a link from any particular website without first discussing it with us.
- If you allow any third parties to make changes to your website that go on to negatively affect its search engine rankings, we will not accept any responsibility for the effects.
- In providing us with things such as text, graphics, images, designs, trademarks or any other artwork to use online as part of your SEO campaign, you are confirming that you have the necessary permissions from the rightful owners to use these items and you’ll ensure we are held harmless, protected and defended against any liability arising from their use.
- Any SEO work that we carry out on your website that you go on to overwrite won’t be down to us, for example if you or your webmaster uploads new work over the top of work we’ve done that has been optimised for the search engines.
Reporting, Meetings and Feedback
- Your Proposal details the nominated Client Contact for the duration of the work. So that everything runs smoothly and efficiently, we agree between us that the Client Contact will:
- Be the one single contact who will communicate with us for the duration of the work.
- Be available to meet with us as often as reasonably necessary during the work, and of course during business hours. This can be done either in person or remotely, whichever is more practical.
- Provide all feedback requested within 5 business days. This really is important for the efficient running of the project and, as per the Client Commitment section of the Proposal that you agreed to, you understand that any hold-up in providing feedback will result in delayed project delivery.
- Discuss with us at the earliest stage possible when additional work is required on top of the Services set out in the Proposal. Projects will often naturally grow in scope as they develop and whilst there is usually a built-in project rate contingency of 10%, this can all too often be quickly consumed without adequate planning and discussion.
Pricing and Fees
- Fixed Price Quotes:
- Usually we’ll supply a fixed price quote and this will be clearly stated in your Proposal. We’ll usually suggest a 10% contingency fee is built into the fixed price quote to allow for additional requests or changes asked for by the Client, which quite often happens. Clients agree it helps them budget for unplanned changes or additional requirements. If we find we are nearing the limit of the contingency then we will discuss with you on an individual basis what should happen next.
- Please consider any costings supplied that are not clearly labelled as fixed price quotes as estimates only. Where we’ve provided an estimate only, we’ll invoice you based on actual time spent in the case of Services, or actual Products or Software supplied.
- Recurring Fees:
- Sometimes we’ll be supplying Services on a recurring basis. When we do, we’ll set out the fees in the Proposal. These will start on the date specified in the Proposal, unless we both agree otherwise.
- You agree to pay the recurring fees in advance of the work, without an invoice and on the due date specified in the Proposal by Direct Debit via GoCardless.
- Non-Recurring Fees:
- You’ll find all the prices for your Services, including any Domain Name Services, in your Proposal.
- You agree to pay any non-recurring fees by the due dates specified in the Proposal, without invoice.
- One-off payments can be made by BACS.
- Fee Increases:
- From time to time we may decide it’s necessary to increase some or all of our fees. However, rest assured we’ll always provide a minimum of 30 days’ notice.
- Unless we receive written notice of your intent to cancel any services, we’ll assume you accept the fee increase.
- Sometimes you may wish to request the Source Files for your project. These take time to prepare and the cost of doing so is not covered by the fees quoted in your Proposal. If you do require your Source Files then please let us know and we’ll provide you with a separate written quotation.
- Once you’ve been provided with the first design, you’ll get two more opportunities to make changes. If we haven’t agreed otherwise, then an additional charge will apply and we will of course let you know what this will be in advance.
Payment of fees
- Unless we make other arrangements between us and where applicable, our standard terms call for an advance payment of at least 50% of the project total before any work is supplied for review. The balance will be due at intervals and you’ll find the due dates and amounts for the payments within the Proposal. We may need to review these dates and payment amounts during the term of the project but rest assured we’ll do our best to keep you informed.
- Once you are happy with everything and we’ve completed the work, we’ll request the final outstanding balance before anything is released or uploaded to the Internet.
- If after we start the project, more than 30 days elapse without progress due to Client inactivity, we may need to invoice for the work we’ve done to date and then re-start the project again with a new schedule when you are ready. We do understand that unexpected events can cause delays but depending on the timespan of the delay and the individual circumstances, it might be that we need to provide a fresh quotation to re-start the project.
- If you change your mind after signing an agreement and would like to cancel the contractual agreement, a cancellation fee of 25% of the total contract value will be due within 7 days of the cancellation date in addition to any costs occurred by the agency.
- All invoices are payable within 30 days. Any failure to pay within this period may result in statutory interest being charged at the prevailing rate, which you can find here on the Government website. This does not prejudice our rights under this agreement.
Access and Security
- So that we can provide you with the Services ordered, we’ll usually need to access your digital platforms and other resources, and you agree to us doing so. We’ll also sometimes need to request details from you concerning your email so that we can make sure emails sent through your new website function in the right way. You also agree to this.
- We will take the following steps to make sure (as far as is reasonably practical) that we safeguard the security of your platforms and resources:
- Only employees and contractors of the Agency who are required to access the platforms and resources will be permitted to do so;
- We will ensure that no passwords are stored in an easily recognisable form on our systems;
- We will make sure that your platforms and resources cannot be accessed by a system or user except as permitted by this agreement.
- We do not accept any liability for any loss or damage arising directly or indirectly from any unauthorised use of the platforms and resources to which you have granted us remote access, unless such unauthorised use has arisen due to negligence on our part or a breach of these terms.
- We guarantee that any confidential or sensitive information that you have disclosed to us will not be shared with any third party or used for anything other than the purposes of providing you with the agreed Services, unless we are required to make such a disclosure by law.
- By the same token, you also agree not to disclose or use any advice or information we provide to you, other than for the purposes of the project. This includes information regarding the pricing of the Services or Products being supplied.
Intellectual Property and Work Credits
- Once you’ve paid in full for the Services, we will grant you a non-exclusive and non-transferable, perpetual, single licence to use all the Intellectual Property connected with the Services provided for your own business purposes, i.e. designs, branding, etc. Where you’ve been supplied with third party software, we will obtain a sub-licence for you on a similar basis.
- We grant you the right to copy the Intellectual Property for the purposes of internal training and system backups.
- Unless we agree otherwise between us, the copyright and all other Intellectual Property Rights connected to any software provided will remain the property of the Agency or the licensing body of the software as applicable.
- Should you wish to disassemble, de-compile, decrypt, extract or reverse engineer any part of any software provided then you must first obtain our express written permission.
- We assure you that to the best of our knowledge, we have the right to grant any required licences and your use of them will not infringe the rights of any third party.
- You agree to take all reasonable and practical steps to protect the Intellectual Property of the Agency.
- You agree to us placing a link to our website in small type or graphic form at the bottom of your new website and that any website or other design or branding work developed for you may be presented in our Agency portfolio.
Compliance, Accessibility and Legal Requirements
- The Client will indemnify the Agency for any loss, cost, damage or third party claim arising from the Client’s use of any Products supplied in high risk activities. Such activities might include the operation of nuclear facilities, aircraft navigation or communications systems, air traffic control, direct life support machines, weapons systems, banking or financial control or reporting systems, or security systems.
- We guarantee that any website we develop for you will pass Priority 1 checks for the World Wide Web Consortium (W3C) so that it complies with the current legal requirements for website accessibility. We cannot however take responsibility for any errors caused by Client intervention. All costs to ensure that policies are correct will be met by the Client.
Liability (The Legal Bit)
- Where permitted by law, the Agency expressly excludes all conditions and warranties whether express or implied.
- The Agency cannot be held liable to any party (including the Client) for any indirect, punitive, special, incidental or consequential damage in connection with or arising out of this Agreement however it arises, whether it’s down to a breach of this Agreement or in tort, and even if the Agency has been previously advised of the possibility of such damage. Also, liability for any such damages will be excluded. The Client will indemnify the Agency and keep it indemnified from and against any claims by any third party for, or in respect of, such damages.
- Certain provisions relating to the trading of goods and services and other rules and regulations in United Kingdom may imply certain non-excludable warranties or conditions. The Agency’s liability for breach of such conditions or warranties and the Client’s sole and exclusive remedy in relation to such breaches are limited to:
- Supplying the Services again; or
- The payment of the cost of having the Services supplied again.
- In engaging us to supply your Services, you acknowledge that we are providing them on a non-exclusive basis and that we may provide services of the same or a similar nature to any other party.
- This Agreement may be brought to an end under the following circumstances:
- By either party giving the other party one full calendar month’s written notice*;
- Immediately by the Agency with written notice if the Client fails to remedy a breach of this Agreement (including payment) within 14 days of receipt of a notice from the Agency;
- By either party immediately with written notice if the other party takes any corporate action or other steps are taken or legal proceedings are started (and are not withdrawn, discontinued or struck out within 21 days) for its winding up, liquidation or dissolution (other than for the purposes of reconstruction) or the appointment of an administrator, receiver, receiver and manager, official manager, Liquidator, provisional Liquidator, trustee or similar office of it or of any or all of its revenues and assets (“Insolvency Event”).
* A full calendar month is defined as the start of any given month to the end of the same month. Here’s an example: It’s the 16th of March and you’re asking us to end our Agreement. The next calendar month will start on 1st April, so as per our Terms, our Agreement will end on the last day of that calendar month, which would be 30th April.
Jurisdiction and Governing Law
- This Agreement is governed by and must be construed in accordance with the laws of England and Wales, United Kingdom, and the Client irrevocably submits to the non-exclusive jurisdiction of the courts of that country.