Standard Terms and Conditions for the Supply of Services
This document sets out the terms and conditions applicable to our provision of the Services.
1.1 The following definitions and rules of interpretation apply in this Agreement:
1.2 The terms “you” and “your” refer to any individual, company or business to whom we provide our Services, as specified in the Statement of Work, including a person reasonably appearing to us to act with your authority.
1.3 In these conditions the following words and expressions shall have the following meanings:
– Applicable Laws means all applicable laws, statutes and regulations from time to time in force;
– Background IP means those elements of the Deliverables in relation to which the Intellectual Property Rights are owned by Saffa Web Design and which either:
(a) existed prior to the date they were incorporated into the Deliverables; or
(b) were created by or for Saffa Web Design outside of the scope of the Services and which are intended to be reused across Saffa Web Design’s business;
– Business Day means a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business;
– Business Hours means the period from 9.00 am to 5.00 pm on any Business Day;
– Charges means the sums payable for the Services (or a relevant part thereof) as set out in the Rate Card, Schedule 2 (Retainer Services) or the relevant Statement of Work;
– Control means shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression “change of control” shall be construed accordingly;
– Client’s Manager means the Client’s signatory to this Agreement and, if the Client is an incorporated company, any Director of the Client;
– Client Materials means all documents, information, items and materials in any form, whether owned by the Client or a third party, which are provided by the Client to Saffa Web Design in connection with the Services, including the items provided pursuant to Clause 4.1(g) (Client’s Obligations) (including: any domain names provided by the Client in relation to this Agreement; and details of the Client’s name, logo or other branding);
– Data Protection Legislation means (i) unless and until the GDPR is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 2018;
– Deliverables means any output of the Services;
– Foreground IP means the Deliverable which are not Background IP;
– GDPR means General Data Protection Regulation (EU 2016/679);
– Intellectual Property Rights means patents; rights to inventions; copyright and related rights; moral rights; trade marks; business names and domain names; rights in get-up; goodwill and the right to sue for passing off; rights in designs; design and pricing information; rights in computer software, technical features and functionality; database rights; rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets); and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
– Key Phrases or Keywords means any key phrases and keywords (including negative key phrases and keywords) Saffa Web Design agrees with the Client from time to time in relation to the Services;
– Letter of Variation means has the meaning given in Clause 6.1 (Change Control);
– Platform means means any platform, website, app and other program utilised by Saffa Web Design in the provision of the Services (including Facebook, Twitter, LinkedIn, Google, Amazon and Bing);
– Project Services means any services provided by Saffa Web Design under a Statement of Work;
– Retainer Services means the services that the Client is described to be taking in Schedule 1 (Commercial Overview), as detailed in the relevant Sections of Schedule 2 (Retainer Services) (including any such Services included in the scope of this Agreement pursuant to Clause 2 (Additional Services);
– Saffa Web Design Manager means Saffa Web Design Ltd’s signatory to this Agreement and any Director of Saffa Web Design Ltd;
– Services means the Retainer Services plus any Project Services;
– Statement(s) of Work means detailed plan(s) describing the Project Services to be provided by Saffa Web Design (as either: (a) included in Schedule 3 (Project Services) on the Start Date; or (b) agreed pursuant to Clause 2 (Additional Services) from time to time);
– Third Party Costs and Expenses means any third-party fees, charges, expenses or subscription costs paid or payable in order for Saffa Web Design to provide the Services, including:
(a) the cost of reasonable hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by the individuals whom Saffa Web Design engages in connection with the Services;
(b) illustration, artwork, photography, model fees, recordings, animation, print and post-production work and other content production costs reasonably incurred in respect of the Deliverables;
(c) in the event of an early termination of this Agreement or part thereof, any: cancellation amounts imposed on Saffa Web Design by third parties arising from the termination; or any actions reasonably taken by Saffa Web Design in respect of such termination;
(d) the cost to Saffa Web Design of any materials or services procured by Saffa Web Design from third parties for the provision of the Services as such items and their cost are set out in Schedule 2 (Retainer Services), the relevant Statement of Work, or otherwise approved by the Client in advance from time to time; and
(e) such other fees, charges, expenses or subscription costs as the parties may agree are payable by the Client from time to time.
– VAT means Value added tax chargeable under the Value Added Tax Act 1994
2. Additional Services
2.1 The Client may at any time by written notice request that Saffa Web Design provide one or more of the Retainer Services which are not currently included in Schedule 1 – Section 2 (Retainer Services).
2.2 The Client shall provide Saffa Web Design with as much information as Saffa Web Design reasonably requests in respect of the Client’s requirements for the requested Retainer Service.
2.3 Following receipt of the information requested from the Client Saffa Web Design shall, as soon as reasonably practicable either:
(a) inform the Client that it declines to provide the requested Retainer Service; or
(b) confirm that it is able to provide the requested Retainer Service (including, if necessary, any qualifications or variations to the proposed scope of the Retainer Service).
2.4 If Saffa Web Design confirms that it is able to provide the requested Retainer Service, the Client shall be asked to agree this change in writing. Schedule 1 (Commercial Overview) of this Agreement shall, from that date, be deemed to be varied to include the requested Retainer Service, which shall be provided in accordance with the service details in Schedule 2 (Retainer Services) (subject to any variations provided pursuant to Clause 2.3.b above).
2.5 Saffa Web Design may charge for the time reasonably spent assessing the Client’s request on a time and materials basis in accordance
2.6 The Client may ask Saffa Web Design to provide Project Services at any time.
2.7 The Client shall provide Saffa Web Design with as much information as Saffa Web Design reasonably requests in order to prepare a draft Statement of Work for the Project Services requested.
2.8 Following receipt of the information requested from the Client Saffa Web Design shall, as soon as reasonably practicable either: (a) inform the Client that it declines to provide the requested Project Services; or (b) provide the Client with a draft Statement of Work.
2.9 If Saffa Web Design provides the Client with a draft Statement of Work pursuant to Clause 2.8(b) above: (a) Saffa Web Design and the Client shall discuss and agree that draft Statement of Work; and (b) both parties shall give their written approval of the draft Statement of Work when it is agreed.
2.10 Unless otherwise agreed, the Charges for the Project Services provided pursuant to each Statement of Work shall be calculated in accordance with the Rate Card.
2.11 Saffa Web Design may charge for the consideration and preparation of Statements of Work on a time and materials basis in accordance with Saffa Web Design hourly Charge rates as set out in the Rate Card.
2.12 Once a Statement of Work has been agreed in writing in accordance with Clause 2.9.b above, no amendment shall be made to it except in accordance with Clause 6 (Change Control) or Clause 20.3 (Variation).
2.13 Each Statement of Work shall be part of this Agreement and shall not form a separate contract to it.
3. Saffa Web Design’s Responsibilities
3.1 Saffa Web Design shall:
(a) use all reasonable endeavours to provide the Services, and deliver the Deliverables to the Client, in all material respects in accordance with:
(i) with respect to the Retainer Services, the relevant section of Schedule 2 (Retainer Services); and
(ii) with respect to Project Services, the relevant Statement of Work.
(b) use reasonable endeavours to meet any agreed performance dates set out in Schedule 2 (Retainer Services) or the relevant Statement of Work, however:
(i) any such dates shall be estimates only;
(ii) time for performance by Saffa Web Design shall not be of the essence of this Agreement; and
(iii) Saffa Web Design may, at its reasonable discretion and without limiting the Client’s liability for the relevant Charges, adjust the timetable for the delivery of elements of the Services (so if the Client is due to receive 100 hours a month for three months, Saffa Web Design may, for example, deliver these as 150 hours month one, 100 hours month two and 50 hours month three);
(c) use reasonable endeavours to observe all the Client’s reasonable health and safety and security requirements that have been communicated to it under Clause 4.1.) (Client’s Obligations), provided that it shall not be liable under this Agreement if, as a result of such observation, it is in breach of any of its obligations under this Agreement;
(d) prepare and submit written reports on:
(i) the progress and status of all Services and Deliverables; and
(ii) matters of substance discussed at meetings or in telephone conversations between the parties, at such intervals and in such format, as the parties shall agree from time to time. If such a report is not challenged by the Client within five days of its receipt, it will be taken to be a correct record of the matters it sets out; and
(e) inform the Client of any actual or anticipated problems relating to delivery of the Deliverables within seven days of them coming to Saffa Web Design’s attention.
3.2 Saffa Web Design:
(a) shall not be required to scrutinise or monitor the content on the Website; and is not liable for the content on the Website.
(b) is not liable for how the website ranks on Google and other search engines
(c) Accordingly, while Saffa Web Design may edit the Website, which may include changing the text and source code of the Website, the Client acknowledges and accepts that it shall at all times be the publisher for the purposes of any Applicable Laws.
4. Client’s Obligations
4.1 The Client shall:
(a) co-operate with Saffa Web Design in all matters relating to the Services;
(b) provide, for Saffa Web Design, its subcontractors and employees, in a timely manner and at no charge:
(i) such access to the Client’s network, data and other facilities as is reasonably required by Saffa Web Design including any such access as set out in this Agreement or a relevant Statement of Work;
(ii) any advertising account access, usernames, passwords, authorisations, identifications, delegations of authority or other information required to access the Website; and
(iii) accurate and complete copies of all documents, information, items and materials in any form (whether owned by the Client or a third party) reasonably required by Saffa Web Design in connection with the Services (which may include photographs, written copy, logos and other digital or printed materials);
(c) authorise Saffa Web Design, its subcontractors and employees to:
(i) access the Client’s Website statistics for the purposes of reporting increases in traffic;
(ii) access such other analytics data as Saffa Web Design may reasonably request in relation to the Services from time to time;
(iii) submit the Website pages being promoted to search engines and directories; and
(iv) place tracking code on the Website to enable Saffa Web Design to provide the Services;
(d) ensure that all information and material provided by or on behalf of the Client on or in connection with the Website for the performance by Saffa Web Design of the Services:
(i) complies with the warranty at Clause 5.1 (Website Content and Functionality); and
(ii) is accurate and complete
(e) inform its webmaster and anyone else who has access to the Website that Saffa Web Design is performing the Services in respect of the Website;
(f) inform Saffa Web Design of any changes made to the Website whilst Saffa Web Design is performing the Services;
(g) provide to Saffa Web Design in a timely manner all requested approvals (or details of any disapprovals). In the event that the Client does not confirm its approval or disapproval of any matter within five days of Saffa Web Design request for the same it shall be deemed approved;
(h) inform Saffa Web Design of all health and safety and security requirements that apply to the Services. If the Client wishes to make a change to those requirements which will materially affect provision of the Services, it can only do so via the change control procedure set out in Clause 6 (Change Control);
(i) obtain and maintain all necessary licences and consents and comply with all Applicable Laws as required to enable Saffa Web Design to provide the Services, including in relation to the use of all Client Materials, in all cases before the date on which the relevant Services are to start; and
(j) comply with any additional responsibilities of the Client as set out in a relevant Statement of Work.
4.2 If Saffa Web Design’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees then, without prejudice to any other right or remedy it may have:
(a) Saffa Web Design shall be allowed an extension of time to perform its obligations equal to the delay caused by the Client;
(b) Saffa Web Design has the right to extend previously agreed deadlines for the completion of the Services by a reasonable amount; and
(c) where the Client’s failure continues for more than 30 days Saffa Web Design has the right to invoice the Client for any part or parts of the Services already completed.
5. Website Content and Functionality
5.1 The Client warrants and represents to Saffa Web Design at all times that the material included in the Website and the Key Phrases do not:
(a) infringe any Applicable Laws;
(b) infringe any third-party rights including third-party Intellectual Property Rights; or
(c) include material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred or acts of terrorism, menacing, blasphemous or otherwise unworthy of inclusion on the internet.
5.2 Saffa Web Design reserves the right not to carry out the Services if it believes the material or the Website to be in breach of Clause 5.1 above.
6. Change Control
6.1 Either party may propose changes to the scope or execution of the Services, but no proposed changes shall come into effect until a relevant “Letter of Variation” has been agreed in writing by both parties. A Letter of Variation shall be a document setting out the proposed changes and the effect that those changes will have on:
(a) the Services;
(b) the Charges;
(c) any timetable for the relevant Services; and
(d) any of the other terms of this Agreement or a relevant Statement of Work.
6.2 If Saffa Web Design wishes to make a change to the Services, it shall provide a draft Letter of Variation to the Client.
6.3 If the Client wishes to make a change to the Services:
(a) it shall notify Saffa Web Design and provide as much detail as Saffa Web Design reasonably requires of the proposed changes, including the timing of the proposed change; and
(b) Saffa Web Design shall, as soon as reasonably practicable after receiving the information at Clause 6.3a provide a draft Letter of Variation to the Client.
6.4 If the parties:
(a) agree to a Letter of Variation, they shall sign it and that Letter of Variation shall amend this Agreement or the relevant Statement of Work; or
(b) are unable to agree a Letter of Variation, either party may require the disagreement to be dealt with in accordance with the dispute resolution procedure in Clause 18 (Dispute Resolution Procedure).
7. Charges and Payment
7.1 In consideration of the provision of the Services by Saffa Web Design, the Client shall pay the Charges as set out in (as applicable), the Rate Card, Schedule 2 (Retainer Services) or the relevant Statement of Work.
7.2 Where relevant, Saffa Web Design shall not be obliged to supply any Services and/or Deliverables until the Client has supplied a valid purchase order number for such Services and Deliverables.
7.3 Where the Charges are calculated on a time and materials basis:
(a) Saffa Web Design’s daily Charge rates for each individual person are calculated on the basis of a seven-hour day, worked during Business Hours; and
(b) the Client requests that Saffa Web Design provide Services outside of Business Hours, and Saffa Web Design agrees to do so, then Saffa Web Design shall be entitled to charge an overtime rate of 150% (one hundred and fifty per cent) of the relevant daily Charge on a pro-rata basis for any time so worked by individuals whom it engages on the Services outside of Business Hours, unless such charges do not exceed any minimum monthly Charge specified in respect of the Services, in which case that minimum charge shall apply.
7.4 Where the parties agree to terminate any part of the Services before the expiry of the later of:
(a) the Initial Term; or
(b) any agreed end date for the relevant Services,
Saffa Web Design may submit invoices, which shall be payable immediately, in respect of any:
(c) such Services supplied but for which no invoice has been submitted;
(d) relevant Third Party Costs and Expenses; and
(e) monthly / recurring invoices which would have fallen due in respect of the period between the date of the termination of the relevant Services and the later of the dates described in Clause 7.4.a and 7.4.b above (and where such invoices would vary each month, they shall be based on the average monthly Charges during the preceding months in which invoices were raised, up to a maximum of six months).
7.5 Unless otherwise agreed by Saffa Web Design in writing, the Rate Card and any Charges calculated on an hourly basis by reference to the Rate Card may be increased by Saffa Web Design, on an annual basis with effect from each anniversary of the Start Date, by £5 per hour. The first such increase may take effect on the first anniversary of the Start Date.
7.6 Any increase in the Rate Card shall affect:
(a) the Charges set out in Schedule 2 (Retainer Services);
(b) the Charges (to the extent that they are calculated in accordance with the Rate Card) in Statements of Work in force at the date the increase takes effect; and
(c) the calculation of the Charges for Statements of Work entered into after the date the increase takes effect.
7.7 Saffa Web Design may invoice the Client:
(a) for the Charges, at the agreed intervals or, if no intervals are so agreed, at the end of each month for Services performed during that month; and
(b) in respect of any Third Party Costs and Expenses, at any point,
Saffa Web Design reserves the right to issue the first month’s invoice pro-rata should the Start Date occur part way through that month.
7.8 Unless otherwise agreed by the parties in writing, Saffa Web Design may raise invoices up to one calendar month in advance of each month in which Services will be provided so that payment can be cleared prior to the delivery of the Services.
7.9 Payment shall be made:
(a) for Clients paying for project work and one-off costs from bank accounts located in the UK: by BACS as detailed on any invoices;
(b) for Clients paying from outside of the UK, by local bank transfer or card payments via our payment provider as detailed on any invoices, or by such other method and to such other account as Saffa Web Design may specify for the purpose in writing from time to time.
7.10 Unless otherwise stated in Schedule 2 (Retainer Services) or the relevant Statement of Work, the Client shall pay each invoice submitted to it by Saffa Web Design in accordance with the Payment Terms.
7.11 Without prejudice to any other right or remedy that it may have, if the Client fails to pay Saffa Web Design any sum due under this Agreement on the due date for payment the Client shall pay Saffa Web Design:
(a) interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this Clause 7.9 will accrue each day at 12% (twelve per cent) a year above the Bank of England’s base rate from time to time and compound monthly; and
(b) any costs which Saffa Web Design reasonably incurs in respect of the late payment (including reasonable: third-party debt-recovery fees; internal administrative charges; legal and other professional fees and expenses; and any VAT thereon).
7.12 If the Client remains in default of any payment for not less than 7 days after being notified in writing to make such payment, Saffa Web Design may by notice in writing:
(a) suspend part or all of the Services; and/or
(b) revoke the licence set out in Clause 8 (Intellectual Property Rights), until payment has been made in full.
7.13 Where the Services are provided on a monthly or other recurring basis, Saffa Web Design may continue to raise additional monthly/recurring invoices during any period of suspension under 7.10 above.
7.14 Where the Client has failed to pay Saffa Web Design, and subsequently makes payment after the due date, then if and to the extent that:
(a) the relevant Services have not already been provided; and
(b) the payment relates to hours accrued in respect of time during the Initial Term,
then Saffa Web Design shall provide those hours of Service no later than six months following the date of the relevant payment.
7.15 All sums payable to Saffa Web Design under this Agreement:
(a) are exclusive of VAT (and the Client shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice); and
(b)shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
7.16 Saffa Web Design will be entitled but not obliged at any time to set-off any liability of the Client to Saffa Web Design against any liability of Saffa Web Design to the Client (in either case howsoever arising and whether any such liability is present or future, liquidated or unliquidated). Any exercise by Saffa Web Design of its rights under this Clause 7.14 will be without prejudice to any other rights or remedies available to Saffa Web Design under this Agreement or otherwise.
7.17 If any payment of the Charges or Third Party Costs or Expenses is subject to tax (whether by way of direct assessment or withholding at its source), Saffa Web Design shall be entitled to receive from the Client such amounts as shall ensure that Saffa Web Design’s net-receipt of those Charges or Third Party Costs or Expenses after tax is the same as it would have been were the payment not subject to such tax.
8. Intellectual Property Rights
8.1 Unless otherwise expressly stated in any applicable Statement of Work or Schedule(s) the following provisions shall apply:
(a) Saffa Web Design hereby assigns with full title guarantee, free of all encumbrances, all of the Intellectual Property Rights in the Foreground IP upon creation; and
(b) If the Deliverables incorporate or include any Background IP:
(i) ownership of all Intellectual Property Rights in any Background IP (including any modifications or adaptations of the same) shall remain vested in Saffa Web Design; and
(ii) subject to the Client making all payments due under this Agreement, Saffa Web Design hereby grants to the Client a perpetual, irrevocable, worldwide, royalty-free, non-exclusive licence to use or alter the relevant Background IP to the extent reasonably necessary to receive the Services and use the Deliverables;
The Client shall not sub-license, assign or otherwise transfer the rights granted in this Clause 8.1.(b) without Saffa Web Design’s prior written consent (such consent not to be unreasonably withheld).
8.2 The Client:
(a) and its licensors shall retain ownership of all Intellectual Property Rights in:
(i) any Client controlled PPC accounts (including Google AdWords);
(ii) the Client Materials; and
(iii) any content of the Website produced by the Client (including any live links to the Website and any underlying source code of the Website produced by the Client);
(b) grants to Saffa Web Design a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify the Client Materials and Website for the term of this Agreement for the purposes of:
(i) providing the Services to the Client (including, where applicable, a licence to modify the Website and/or to upload or otherwise use the
Client Materials on any Platform); and
(ii) promoting or advertising Saffa Web Design’s services.
8.3 Subject to Clause 8.4 below, Saffa Web Design:
(a) warrants that the receipt and use of the Services and the
Deliverables by the Client shall not infringe the Intellectual Property Rights of any third party to the extent that the infringement results from copying;
(b) shall, subject to Clause 11 (Liability), indemnify the Client against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred or paid by the Client arising out of or in connection with any claim brought against the Client for actual or alleged infringement of a third party’s Intellectual Property Rights, to the extent that the infringement or alleged infringement results from copying by Saffa Web Design and is in connection with the Client’s receipt or use of the Services and the Deliverables.
(c) shall not be in breach of the warranty at Clause 8.3.a above, and the Client shall have no claim under the indemnity at Clause 8.3.b to the extent the infringement arises from:
(i) the use of the Client Materials in the development of, or the inclusion of the Client Materials in, the Services or any Deliverable;
(ii) any modification of the Services or any Deliverable, other than by or on behalf of Saffa Web Design; and
(iii) Saffa Web Design’s compliance with the Client’s instructions and approvals.
8.4 The Client:
(a) warrants that the receipt and use in the performance of this Agreement by Saffa Web Design, its subcontractors or its consultants, of the Client Materials shall not infringe the rights (including any Intellectual Property Rights) of any third party; and
(b) shall indemnify Saffa Web Design against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred or paid by Saffa Web Design arising out of or in connection with any claim brought against Saffa Web Design, its subcontractors or consultants for actual or alleged infringement of:
(i) a third party’s rights (including Intellectual Property Rights);
(ii) breach of Applicable Laws or advertising regulations, arising out of, or in connection with:
(I) the receipt or use of Client Materials in the development of, or the inclusion of the Client Materials in, the Services or any Deliverable;
(II) any modification of the Services or any Deliverable, other than by or on behalf of Saffa Web Design; and
(III) Saffa Web Design’s compliance with the Client’s instructions and approvals.
8.5 The Client acknowledges and accepts that Saffa Web Design may use open source software as part of the Deliverables provided that:
(a) Saffa Web Design shall, on written request, supply the Client with details of:
(i) which Deliverable(s) and/or part(s) thereof shall include such open source software and in what manner; and
(ii) which licence(s) apply to such open source software;
(b) the Client has approved the use of such open source software (such approval not to be unreasonably withheld, qualified or delayed);
(c) the Client’s use of open source software shall be governed by the terms of the applicable open source licence(s) (details of which Saffa Web Design shall provide on written request); and
(d) the Client warrants and undertakes that it will comply with the terms of the applicable open source licence(s) as such terms apply to Client’s use of the applicable open source software.
8.6 The Client acknowledges and accepts that:
(a) Saffa Web Design may use bid management scripts and bespoke dashboards to effectively manage some advertising accounts as part of the Services;
(b) such scripts and dashboards are part of Saffa Web Design’s Intellectual Property Rights; and
(c) unless otherwise agreed by the parties in writing, the Client shall have no right to use or require the use of such scripts or dashboards following the termination of this Agreement or the relevant element of the Services.
9. Data Protection
9.1 Both parties will comply with all applicable requirements of the Data Protection Legislation.
9.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the data controller and Saffa Web Design is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).
9.3 The scope, nature and purpose of processing by Saffa Web Design, the duration of the processing and the types of Personal Data and categories of Data Subject (both as defined in the Data Protection Legislation) are set out in Saffa Web Design’s Data Processing Notice (as amended from time to time); a copy of which Saffa Web Design shall make available on written request.
9.4 Without prejudice to the generality of Clause 9.1, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Saffa Web Design for the duration and purposes of this Agreement. This shall include shall include any data processing consents required in respect of Services to be provided in respect of advertising audience lists, e-mail marketing lists and mobile phone numbers provided by the Client from time to time.
9.5 Without prejudice to the generality of Clause 9.1, Saffa Web Design shall, in relation to any Personal Data processed in connection with the performance by Saffa Web Design of its obligations under this Agreement:
(a) A process that Personal Data only on the written instructions of the Client unless Saffa Web Design is otherwise required to process the Personal Data by Data Protection Legislation;
(b) ensure that it has in place appropriate technical and organisational measures to protect against:
(i) unauthorised or unlawful processing of Personal Data; and
(ii) accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected;
(c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;
(d) not transfer any Personal Data outside of the European Economic Area unless:
(i) the Client or Saffa Web Design has provided appropriate safeguards in relation to the transfer;
(ii) the data subject has enforceable rights and effective legal remedies;
(iii) Saffa Web Design complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
(iv) Saffa Web Design complies with reasonable instructions notified to it in advance by the Client with respect to the processing of the Personal Data; and
9.6 The Client consents to Saffa Web Design appointing third-party processors of Personal Data under this Agreement. Saffa Web Design confirms that it has entered or (as the case may be) will enter such third-party processors into a written agreement substantially on that third party’s standard terms of business or otherwise incorporating terms which are substantially similar to those set out in this Clause 9.
9.7 As between the Client and Saffa Web Design, Saffa Web Design shall remain fully liable for all acts or omissions of any third party processor appointed by it pursuant to this Clause 9.
9.8 Saffa Web Design will promptly provide details of any third-party processors involved in the processing of the Client’s Personal Data from time to time on written request.
10.1 Each party undertakes that it shall not at any time during this Agreement, and for a period of five years after termination of this Agreement, disclose to any person any confidential information concerning the business, affairs, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by Clause 10.2 below.
10.2 Each party may disclose the other party’s confidential information:
(a) to its agents, subcontractors, consultants, employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that any such persons to whom it discloses the other party’s confidential information comply with this Clause 10;
(b) if it is information which is or becomes public knowledge other than as a result of a breach of this Agreement or any other duty of confidentiality relating to that information;
(c) if it is information which the party using or disclosing the information either knew prior to the other party’s first disclosure to it or received from a third party entitled to disclose the same; and
(d) as may be required by the Applicable Laws, a court of competent jurisdiction or any governmental or regulatory authority (provided that to the extent not prohibited by order of court, governmental or regulatory authority, the disclosing party promptly notifies and consults with the relevant other party in advance in relation to the timing and content of such disclosure).
10.3 Subject to Clauses 10.4 and 10.5 below, no party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.
10.4 The Client acknowledges and accepts that Saffa Web Design may use, in its absolute discretion, on an anonymous basis, any general marketing or advertising intelligence gained by Saffa Web Design in the course of its appointment.
10.5 Saffa Web Design may, on notice to the Client, use the Client’s name, website, logo and any publicly available Deliverables in any form of publicity, marketing or advertisement regarding the Agreement and the Services provided under it (including on Saffa Web Design’s website and in client tenders).
11.1 Saffa Web Design shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement for any:
(a) changes made to the Website by third parties not engaged by Saffa Web Design;
(b) aspect of service performance by any third party separately engaged by the Client (whether or not such third party works with or is otherwise recommended by Saffa Web Design);
(c) loss of revenue, profits, sales, business, business opportunity, website traffic or anticipated savings;
(d) loss of agreements or contracts;
(e) loss of or damage to goodwill or injury to reputation;
(f) loss of use or corruption of software, data or information;
(g) loss of service or unavailability of files;
(h) loss caused or resulting from the failure of any third party managed equipment, utility, telecommunications network, internet services, or communications devices;
(i) loss caused by the Client’s misuse of equipment or Deliverables; or
(j) indirect or consequential loss (including Website downtime).
11.2 Saffa Web Design’s total liability to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement shall be limited to the total aggregate Charges paid by the Client during the six months preceding the date of the relevant claim.
11.3 Saffa Web Design does not make or give any guarantees as to:
(a) any performance levels of the Website;
(b) the search engine positioning of the Website;
(c) any specific result on any search engine;
(d) the visibility of any Deliverables to audiences, whether via the Website or otherwise; or
(e) the level of increased traffic or sales that may be achieved as a result of the Services.
11.4 The Client acknowledges and accepts that the online market is unpredictable and the performance of any advertising campaign is dependent upon the performance of the systems supplied by the relevant internet search engines.
11.5 The terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this Agreement.
11.6 Unless otherwise stated in Schedule 2 (Retainer Services), the Client acknowledges and accepts that:
(a) it is the Client’s responsibility to ensure:
(i) that the Website and all data stored on it is regularly backed up; and
(ii) that a disaster recovery plan is in place to minimise any losses of data as a result of Website or software failure;
(b) Saffa Web Design shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement for any failure of the Client to satisfy its obligations under Clause 11.6.a above; and
(c) neither Saffa Web Design or the Client can control if and how Deliverables may be published in the media, and as such, Saffa Web Design shall not be liable to the Client in the event that third parties do not publish, distribute or otherwise display the Deliverables as anticipated or agreed with the Client.
12. Indemnities and Tupe
12.1 The Client shall indemnify and hold harmless Saffa Web Design in full for and against all claims and all direct, indirect or consequential liabilities, costs, proceedings, damages and expenses (including reasonable legal and other professional fees and expenses (and any VAT thereon)) awarded against, or incurred or paid by Saffa Web Design as a result of or in connection with:
(a) Clause 5.1 (Website Content and Functionality);
(b) Clause 9.4 (Data Protection);
(c) the termination of the employment of any employees who transfer to Saffa Web Design on the commencement (in whole or in part) of this Agreement or any Statement of Work (the “Employees”) by operation of the Transfer of Undertakings (Protection of Employment) Regulations 2006 (SI 2006/246) (the “Employment Regulations”) or otherwise;
(d) anything done or omitted to be done by the Client in respect of any of the Employees whether before or after the date of commencement (in whole or in part) of this Agreement or any Statement or Work;
(e) all and any claims in respect of all emoluments and outgoings in relation to the Employees (including all wages, bonuses, PAYE, National Insurance contributions, pension contributions and otherwise) accrued during, or payable in relation to, the period, before their transfer to Saffa Web Design; and
(f) any claim made at any time by any employee of the Client other than the Employees who claim to have become an employee of or have rights against Saffa Web Design by virtue of the Employment Regulations.
13. Term and Termination
13.1 Unless stated otherwise in the “Renewal” section of the Commercial Overview, this Agreement shall commence on the Start Date and shall continue, unless terminated earlier in accordance with this Clause 13, until either party gives to the other party no less than two months’ written notice to terminate. Such notice must expire on the expiry of either:
(a) the Initial Term;
(b) any subsequent anniversary thereof; or
(c) if later, such other period for the extension of the Agreement as may be agreed by the parties in writing from time to time.
13.2 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of this Agreement and such breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 90 days after being notified in writing to do so;
(b) the other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;
(c) the other party:
(i) suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
(ii) suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
(iii) makes a proposal for or enters into any compromise or arrangement with any of its creditors;
(iv) is subject to a resolution or order for or in connection with its winding up;
(v) is subject to an order for the appointment of an administrator;
(vi) has a receiver or administrative receiver appointed over all or any of its assets;
(vii) has a creditor or encumbrancer attach or take possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its (and such attachment or process is not discharged within 14 days); or
(d) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Clause 13.2.c above.
13.3 Without affecting any other right or remedy available to it, Saffa Web Design may terminate this Agreement with immediate effect by giving written notice to the Client if:
(a) the Client fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than seven days after being notified in writing to make such payment;
(b) the Services, or any part thereof, are suspended pursuant to Clause 7.10 (Charges and Payment) for a period of 30 days or more; or
(c) there is a change of control of the Client.
13.4 Without affecting any other right or remedy available to it, Saffa Web Design may at any time carry out such financial and credit checks on the Client as Saffa Web Design may deem necessary. In the event that, in Saffa Web Design’s reasonable opinion, the Client’s results of such checks are unsatisfactory then Saffa Web Design may, at its sole option, either:
(a) terminate this Agreement with immediate effect by giving written notice to the Client if; or
(b) until otherwise agreed by Saffa Web Design in writing, Saffa Web Design require full payment for the Services in advance of them being performed.
In the event that Saffa Web Design requires such advance payment, the Client may at any time request that Saffa Web Design review that requirement in light of further financial and credit checks or such other evidence as the Client may provide in respect of its financial status.
13.5 Subject to Clause 7.5 (Charges and Payment), the parties may meet prior to the expiry of the Initial Term (and each anniversary thereafter) to review and agree any appropriate changes to the Services and Charges.
13.6 Termination of a Statement of Work, an individual Section of Schedule 2 (Retainer Services) or any other agreed variation to the Services, shall not serve to terminate this Agreement, which shall otherwise continue in full force and effect.
14. Consequences of Termination
14.1 On termination or expiry of this Agreement or any individual Section of Schedule 2 (Retainer Services):
(a) unless specifically agreed by the parties in writing with respect to the relevant termination or expiry, Saffa Web Design shall immediately cease to supply the relevant Services;
(b)the Client shall immediately pay to Saffa Web Design all of Saffa Web Design’s outstanding unpaid invoices and interest;
(c)in respect of any:
(i) Services supplied but for which no invoice has been submitted;
(ii) Services which will be supplied during any period of the notice of termination; and
(iii) outstanding Third Party Costs and Expenses, Saffa Web Design may submit an invoice, which shall be payable immediately on receipt;
(d) unless the Agreement is terminated by the Client pursuant to Clause 13.2 (Term and Termination), where:
(i) the Agreement, any Retainer Service, or any Project Service is terminated before the expiry of the Initial Term, or if later, any agreed term for the relevant parts of the Service (including terms agreed under Statements of Work); and
(ii) Services are invoiced or otherwise provided on a monthly or other recurring basis, Saffa Web Design may submit monthly / recurring invoices in respect of the period between the date of the termination and the later of: the expiry of the Initial Term; and any agreed term for the relevant parts of the Services (and where such invoices would vary each month, they each shall be based on the average monthly Charges during the preceding months in which invoices were raised, up to a maximum of six months);
(e) if and to the extent the Client has not paid any Charges; any Deliverables which Saffa Web Design has produced in performing the Services which:
(i) are in the Client’s possession or control shall be returned to Saffa Web Design by the Client within 14 days from the date of termination; and
(ii) are in Saffa Web Design’s control, shall be retained by Saffa Web Design for a period of 90 days from termination or expiry. If the Client makes payment of the overdue Charges during that period the Deliverable shall be returned to the Client, if no such payment is made it may be disposed of at Saffa Web Design’s discretion;
(f) subject to payment of any sums due under Clauses 14.1.b, 14.1.c and 14.1.d above, Saffa Web Design shall undertake all reasonable endeavours to ensure that the Client has access to all advertising, tracking, analytics and other accounts that it has come to be in possession of from time to time;
(g) the Client shall withdraw Saffa Web Design’s access from all advertising, tracking, analytics and other accounts which it has delegated control of to Saffa Web Design, and as such:
(i) the Client shall change any passwords which it has provided to Saffa Web Design in plain text; and
(ii) Saffa Web Design shall not be liable for its systems holding any such passwords beyond the termination of this Agreement;
(h) both parties shall use all reasonable endeavours to, in a reasonable time, complete the transfer of any relevant Client account details, access rights and delegations such that the parties are satisfied access has been properly withdrawn;
(i) Clause 8 (Intellectual Property Rights) will apply;
(j) Saffa Web Design shall on request return any of the Client Materials not used up in the provision of the Services; and
(k) the following Clauses shall continue in force: Clause 1 (Definitions), Clause 8 (Intellectual Property Rights), Clause 10 (Confidentiality), Clause 11 (Liability), Clause 14 (Consequences of Termination), Clause 15 (Non-solicitation), Clause 18 (Dispute Resolution Procedure), Clause 20.4 (Waiver), Clause 20.6 (Conflict), Clause 20.10 (Governing Law and Jurisdiction).
14.2 Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination or expiry.
15.1 Neither party shall, without the other party’s prior written consent, at any time from the date on which any Services commence to the expiry of 12 months after the completion of the Services:
(a) solicit or entice away from the other party; or
(b) employ or attempt to employ, any person who is, or has been, engaged as an employee, consultant or subcontractor of the other party in the provision of such Services.
15.2 Any consent given by either party in accordance with Clause 15.1 above shall be subject to the other party paying a sum equivalent to 40% (forty per cent) of the then current annual remuneration of the relevant employee, consultant or subcontractor or, if higher, 40% (forty per cent) of the annual remuneration to be paid by the other party to that employee, consultant or subcontractor.
16. Force Majeure
16.1 “Force Majeure Event” means any circumstance not within a party’s reasonable control including:
(a) acts of God, flood, drought, earthquake or other natural disaster;
(b) collapse of buildings, fire, explosion or accident;
(c) any labour or trade dispute, strikes, industrial action or lockouts;
(d) non-performance by suppliers or subcontractors;
(e) interruption or failure of any third-party managed equipment, utility, telecommunications network, internet services, or communications devices; and
16.2 Provided it has complied with Clause 16.4 below, if a party is prevented, hindered or delayed in or from performing any of its obligations under this Agreement by a Force Majeure Event (“Affected Party”), the Affected Party shall not be in breach of this Agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
16.3 The corresponding obligations of the other party will be suspended, and its time for performance of such obligations extended, to the same extent as those of the Affected Party.
16.4 The Affected Party shall:
(a) as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under this Agreement; and
(b) use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
17.1 Any notice given to a party under or in connection with this Agreement (including express Client approvals) shall be in writing and shall be:
(a) delivered by hand or by pre-paid first-class post or other next Business Day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(b) sent by email to an e-mail address specified for the purpose or, if no such e-mail is provided or the address does not accept e-mails, to any of the relevant party’s directors or company secretary.
17.2 Any notice shall be deemed to have been received:
(a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
(b) if sent by pre-paid first-class post or other next Business Day delivery services, at 9.00 am on the third Business Day after posting; and
(c) if sent by email, at 9.00 am on the next Business Day after transmission.
17.3 This Clause 17 does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
18. Dispute Resolution Procedure
18.1 If a dispute arises out of or in connection with this Agreement or the performance, validity or enforceability of it (“Dispute”) then either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. Within 14 days of service of the Dispute Notice:
(a) a Client Manager; and
(b) a Saffa Web Design Manager
shall attempt in good faith to resolve the Dispute.
18.2 If the Dispute is not resolved within 30 days after service of the Dispute Notice, or either party fails to participate or to continue to participate in discussions before the expiration of the said period, the Dispute shall be finally resolved by the courts of England and Wales in accordance with Clause 20.10 (Governing Law and Jurisdiction).
19. Compliance With Laws
19.1 In performing its obligations under this Agreement, both parties shall comply with all Applicable Laws.
19.2 Changes to the Services required as a result of changes to the Applicable Laws shall be agreed via the change control procedure set out in Clause 6 (Change Control).
(a) The Schedules and Statement(s) of Work form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules and Statement(s) of Work.
(b) A reference to a statute or statutory provision:
(i) is a reference to it as amended, extended or re-enacted from time to time; and
(ii) shall include all subordinate legislation made from time to time under that statute or statutory provision.
(c) A reference to writing or written includes email.
(d) Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
(e) A reference to this Agreement or to any other agreement or document referred to in this Agreement is a reference of this Agreement or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of this Agreement) from time to time.
(f) References to:
(i) Schedules are to the Schedules of this Agreement;
(ii) Sections, are to the sub-sections of the Schedules;
(iii) Paragraphs, are to the paragraphs of the Sections; and
(iv) Clauses, are unless expressly stated otherwise, to the Clauses of the Section of the Schedule in which they appear.
(g) Any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
20.2 ASSIGNMENT AND OTHER DEALINGS:
(a) The Client shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.
(b) Save as otherwise stated in this Agreement, Saffa Web Design may at any time assign, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under this Agreement.
(c) Saffa Web Design will:
(i) be responsible for the acts and omissions of third-parties with whom it has contracted for the provision of the Services; and
(ii) not be responsible for the acts or omissions of any other third party agencies, contractors or employees, including any third party host of the Website.
20.3 VARIATION: Subject to Clause 6 (Change Control), no variation of this Agreement shall be effective unless:
(a) it is agreed in writing by the parties (or their authorised representatives); or
(b) with respect to additional Services requested by the Client, Saffa Web Design begins the provision of those Services.
(a) A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.
(b) A failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy.
(c) No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
20.5 ENTIRE AGREEMENT:
(a) This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
(c) Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
20.6 CONFLICT: If there is an inconsistency between any of the provisions of this Agreement they shall prevail in the following order of precedence (from first to last):
(a) Any Statement of Work (with later Statements of Work prevailing over those entered into before them);
(b) Schedule 1 – Commercial Overview;
(c) Schedule 2 – Retainer Services;
(d) Schedule 3 – Project Services; and
(e) Schedule 4 – General Terms and Conditions
20.7 NO PARTNERSHIP OR AGENCY: Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
20.8 THIRD PARTY RIGHTS: This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
20.9 ELECTRONIC SIGNATURE: This Agreement and any Statement of Work shall be considered executed and delivered if:
(a) the parties exchange signed counterparts by email (in PDF, JPEG or other agreed format); or
(b) the document is electronically signed via an online platform or signature service specified or otherwise approved in writing by Saffa Web Design.
20.10 GOVERNING LAW AND JURISDICTION: This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.
20.11 CLIENT REVIEW:
(a) Saffa Web Design 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 Saffa Web Design otherwise within ten (10) days of the date the materials are made available to the Client.
(b) Once a website has gone ‘live’ on its domain, the Client may request minor tweaks and amendments for a duration of 14 days after the live date. After this period, any amendments or changes required by the Client (that they are not able to carry out themselves) is chargeable at our standard hourly rate. This 14 days gives the Client ample opportunity to look over their website and check for anything they may have missed before the site went live.
20.12 FAILURE TO PROVIDE REQUIRED WEBSITE CONTENT: As a small business, Saffa Web Design must ensure that work we have programmed is carried out at the scheduled time. On occasions, we may have to reject offers for other work and enquiries to ensure that your work is completed at the time arranged. This is why we ask that you provide all the required information in advance. On any occasion where progress cannot be made with your website because we have not been given the required information in the agreed time frame, and we are delayed as result, we reserve the right to impose a surcharge of up to 25% of the Statement of Work invoice amount. If your project involves additional Search Engine Optimisation we need the text content for your site in advance so that the SEO can be planned and completed efficiently. If you agree to provide us with the required information and subsequently fail to do so within one week of project commencement, we reserve the right to close the project and the balance remaining becomes payable immediately.
20.13 WEB BROWSERS:
(a) Saffa Web Design makes every effort to ensure websites are designed to be viewed by the majority of visitors. Websites are designed to work with the most popular current browsers (Firefox, Internet Explorer 8 & 9, Safari & Google Chrome). The Client agrees that Saffa Web Design cannot guarantee correct functionality with all browser software across different operating systems.
(b) Saffa Web Design cannot accept responsibility for web pages which do not display acceptably in new versions of browsers released after the website has been designed and handed over to the Client. As such, Saffa Web Design reserves the right to quote for any work involved in changing the website design or website code for it to work with updated browser software.
20.14 THIRD-PARTY SERVERS:
(a) Saffa Web Design designs and tests websites to work on its own servers, and cannot guarantee correct functionality if the Client wishes to use a third-party server. In the event that the Client is using a third-party server, it is the responsibility of the Client and any third party host to ensure that the server is compatible with the website. Saffa Web Design will assist the Client to configure the server if this is required. However, this may be subject to additional charges.
(b) If the Client’s website is to be installed on a third-party server, Saffa Web Design must be granted temporary read/write access to the Client’s storage directories which must be accessible via FTP. Depending on the specific nature of the project, other resources might also need to be configured on the server.
20.15 DESIGN CREDIT: A link to Saffa Web Design will appear in either small type or by a small graphic at the bottom of the Client’s website. If a graphic is used, it will be designed to fit in with the overall site design. If a client requests that the design credit be removed, a nominal fee of 10% of the total development charges will be applied. When total development charges are less than £5000, a fixed fee of £500 will be applied. The Client also agrees that the website developed for the Client may be presented in Saffa Web Design’s portfolio and hereby grants Saffa Web Design a worldwide, perpetual, non-exclusive licence to use its name, logo and branding for advertising, marketing and promotional activities.