(1) Lilyflair web operating as a sole trader registered in England and Wales, based in TN6 2TL (Lilyflair)
(2) The company or individual who confirms acceptance of these terms by engaging with Lilyflair to commence the Web-design Services (Client)
The following definitions and rules of interpretation in this clause apply in this Agreement
Commencement Date: means the date the Client confirms to Lilyflair that it wishes it to commence preparing the Proposal.
Confidential Information: any information of a confidential nature concerning the business, affairs, customers, clients or suppliers of the other party
Fee means the fee for the Web-design Services as set out in the Proposal and any variations
Intellectual Property Rights: all intellectual property rights, in each case whether registered or unregistered that subsist or will subsist now or in the future in any part of the world.
Proposal means the document produced by Lilyflair which sets out the initial specification, design and fee for the Website.
Site Plan is the document produced with the Proposal which sets out the navigational structure and number of pages for the Website.
Project Acceptance means the official sign off by the Client that it accepts the Website and prior to the Website going live.
Web-design Services means the design of a Website which shall be set out in more detail in the Proposal, Project Acceptance and any agreed ongoing maintenance services.
Website means the website which Lilyflair will design for the Client through the Web-design Services.
2. TERM AND ACCEPTANCE
2.1. This Agreement will commence on the Commencement Date and shall continue in force until the Web-design Services have been completed.
2.2. It is not necessary for any Client to have signed these terms and conditions for them to apply. If the Client engages Lilyflair to commence the Web-design Services, then the Client will be deemed to have satisfied themselves as to the terms applying and have accepted these terms and conditions in full.
2.3. This Agreement shall consist of these terms and conditions, the Proposal and the Project Acceptance
2.4. This Agreement is non-exclusive; the Client acknowledges that Lilyflair enters this Agreement in the course of its business of providing services to its customers, and Lilyflair is and remains at liberty to provide services to third parties.
3. WEB-DESIGN SERVICES
3.1. Lilyflair shall deliver the Web-design Services using all reasonable skill and care and in accordance with industry standard best practice.
3.2. The Client shall provide Lilyflair with all necessary information at the initial consultation, Lilyflair shall then produce a Proposal using the information provided by the Client.
3.3. The Client shall accept the Proposal, which shall be delivered through the Proposal acceptance stage on the Lilyflair website.
3.4. The Client acknowledges that the Fees set out in the Proposal are only valid for 30 days only at which point Lilyflair reserves the right to amend the Fees
3.5. It is the Client responsibility to ensure it has fully read all aspects of the Proposal and the Site Plan, and shall notify Lilyflair in writing of any amendments required to the Proposal within 5 working days.
3.6. The Client acknowledges that once the Proposal and Site Plan are accepted then any further variations will be subject to the Variations process which may result in a variation to the design, delivery time and or Fee of the Web-design Services.
3.7. The Client agrees to delegate a single individual as a primary contact to aid Lilyflair with delivering the Web-design Services in a satisfactory and expedient manner.
3.8 Lilyflair shall deliver the Website is accordance with the Proposal.
3.9. Lilyflair shall notify the Client when the Website has been completed in accordance with the Proposal. Such notification will be through the Lilyflair website at the Project Acceptance stage.
3.10. Lilyflair shall use its reasonable endeavours to deliver the Web-design Services in accordance with the timescales set out in the Proposal. It is agreed by both parties that time is not of the essence in relation to this Agreement and Lilyflair shall have no liability for any failure to meet the timescales set out in the Proposal.
3.11. The Client acknowledges that the Website cannot go live until the Project Acceptance has been signed off by the Client and the Fees have been paid in full.
4. WEBSITE CONTENT
4.1. The Client is responsible for providing the Website content, text, images, movies and sound files (Content). All such content will be made available through a shared online folder created by Lilyflair.
4.2. The Client shall remain fully responsible for ensuring that such Content is accurate. Lilyflair shall have no responsibility or liability for the inaccuracy of such Content.
4.3. The Client shall provide the Content at the dates set out in the Proposal.
4.4. The Client acknowledges that any failure to deliver the Content by the date set in the Proposal shall entitle Lilyflair to charge a reasonable additional fee. If the Content is delayed by over 20 days, then Lilyflair shall be entitled to close the Web-design Services and issue a final invoice for the work completed.
5.1. The Client acknowledges that Lilyflair will design the Website in accordance with the Proposal.
5.2. In the event that the Client wishes to make a variation to any aspect of the Proposal after it has been accepted then the Client shall advise Lilyflair in writing of the variation required. (Variation Request)
5.3. Lilyflair shall respond to such Variation Request within 5 working days detailing whether or not the Variation Request is possible including any variation to the delivery, time, design of the Website or the Fees. (Variation Response)
5.4. The Client shall respond to the Variation Response in writing within 5 working days advising if it wishes to proceed with the Variation Request on the terms set out in the Variation Proposal.
5.5. If the Client accepts the Variation Proposal then it shall form part of the Agreement and all variations set out in the Variation Proposal shall form part of the main Proposal.
5.6. If the Client rejects the Variation Proposal or fails to respond to the Variation proposal then the Variation Request shall not form part of the Proposal and will not be implemented.
6. DOMAIN NAMES
6.1. Domain names in most cases should be purchased by the Client, Lilyflair shall only purchase a domain name if agreed in writing at the time of Proposal.
6.2. In the event that Lilyflair have purchased a domain name on behalf of the client the domain name shall be transferred to the Client as soon as reasonably practical for Lilyflair
6.3. The Client shall at all times remain responsible and liable for all aspects of the domain, including but not limited to the payment and renewal of those domain names.
6.4. The loss, cancellation or otherwise of the domain brought about by non or late payment is the sole responsibility of the Client and Lilyflair shall have no responsibility or liability for any consequences from the loss or cancellation of the domain.
6.5. The Client should keep a record of the due dates for payment to ensure that payment is received in good time.
7. WEB BROWSERS
7.1, Lilyflair makes every effort to ensure the Website is designed to be viewed by the majority of visitors. Websites are designed to work with the most popular current browsers (e.g. Google Chrome, Firefox, Safari, Edge etc.). The Client agrees that Lilyflair cannot guarantee correct functionality with all browser software across different operating systems. Lilyflair cannot guarantee support for legacy browsers.
7.2. Lilyflair cannot accept responsibility for web pages on the Website 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, Lilyflair 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.
8. STANDARD MEDIA DELIVERY
8.1. Unless otherwise specified in the Proposal, the Client shall provide all content in electronic format and that all photographs and other graphics will be provided physically in high quality suitable for use electronically in .jpeg or .png format. Although every reasonable attempt shall be made by Lilyflair to return to the Client any images or printed material provided for use in creation of the Client’s website, such return cannot be guaranteed.
9. ACCESS REQUIREMENTS
9.1 If the Client’s Website is to be installed on a third-party server, Lilyflair must be granted temporary read/write access to the Client’s storage directories which must be accessible via SFTP. Depending on the specific nature of the work, other resources might also need to be configured on the server.
10. WEBSITE GOES LIVE – HOSTING & MAINTENANCE
10.1. Unless the Client has engaged Lilyflair for additional on-going Web-design Services which are set out in the Project Acceptance then the Client shall remain fully responsible for the Website from the go live date.
10.2. Development of the Website doesn’t stop on the go live date. In order for the Client to ensure the Website remains effective, Lilyflair recommend you consider putting in place a website maintenance programme which should include but is not limited to.
a) ensuring that all updates and fixes are installed. The Website is created on a WordPress platform and its associated themes and plugins are subject to ongoing improvements and security fixes. It is important that any new updates to the core WordPress platform, plugins and any themes installed are updated regularly. This is an essential tool to protect the Website from being exploited by hackers who may be looking to target the Website
b) reasonable precautions to protect the Website from malicious hacking attempts.
c) ensuring that the Website is equipped to function as Internet browsers evolve in-line with new technologies.
d) additional and updated content (essential for good SEO rankings) and ongoing maintenance of the Website.
e) Consider purchasing a managed WordPress hosting package, which can assist you in achieving some of the actions in a) – d) above. This ensures that all necessary updates are carried out in a timely manner with no conflicts. Full backups are also included as part of these type of packages, which may be crucial in the event of a hardware failure or malicious activity.
10.3. Lilyflair shall not be liable or responsible for any alterations caused by a third party to the Client’s pages after the go live date. Such alterations include, but are not limited to additions, modifications or deletions.
10.4. If the Client requires any additional support after the go live date, then if Lilyflair accepts to provide such support then the Client shall pay Lilyflair £45 per hour
11. FEE, ADDITIONAL CHARGES AND PAYMENT TERMS
11.1. The Client shall pay Lilyflair the Fee for the Web-design Services as follows;
a) A non-refundable 10% of the total Fee is payable on accepting the Proposal
b) A non-refundable 20% of the total Fee is payable upon sign-off of the design draft
c) The remaining balance which equates to 70% of the Fee including any variations and additional charges are payable upon completion of the website, prior to going live
11.2. The Client shall reimburse Lilyflair for any additional expenses agreed and undertaken as part of the Web-design Services. Such charges may include but is not limited to the purchase of special fonts, stock photography etc. All images provided by Lilyflair will be subject to a charge of £10.00 per image.
11.3. The Fee assumes that any meetings will take place at the Lilyflair offices or remotely via phone or zoom (or similar software). Where Lilyflair are required to travel further the 10 miles from TN6 2TL an additional charged at 50 pence per mile will charged to the Client.
11.4. Lilyflair shall invoice the Client in accordance with clause 8.1 above, the Client shall pay the invoices within 7 days.
11.5. The Fees stated are exclusive of VAT.
11.6. Any payment due to from the Client which is not paid within 30 working days shall bear interest at the rate of 2% per annum above the base rate of the Bank of England from time to time from the date the payment was due to the date the payment is made.
12.1. Without affecting any other right or remedy available to it the Client may terminate this agreement by providing written notice to Lilyflair. On receipt of a written termination notice Lilyflair shall cease all Web-design Services for the Client and shall invoice for all work completed up to the date of the termination notice was received by Lilyflair.
12.2. Without affecting any other right or remedy available to it, Lilyflair may terminate this agreement if the Client is in breach of any terms of this this agreement, including but not limited to failure to make payment of the Fee and such breach has not been remedied within 7 working days. Such termination shall be given in writing and shall be effective 7 days from the date of the termination notice.
12.3. In the event of termination for any reason, Lilyflair is entitled to remove any Client content or information which remains on Lilyflair webspace. Lilyflair is not responsible for any loss of data incurred by such removal. The removal of such data does not relieve the Client from undertaking any of its obligations under this agreement, including but not limited to it obligation to pay the Fee due.
13.1. Subject to clause 13.2 Lilyflair shall indemnify the Client for all claims, or damages caused solely as a direct result of Lilyflair’s negligence, For the avoidance of doubt Lilyflair shall have no liability for an information which is inaccurate, omitted or additional data inserted or for any delay to the Web-design Services.
13.2. Lilyflair’s liability to the Client whether in contract, tort, negligence, or howsoever arising under or in connection with this agreement shall be limited to the Fees payable under this agreement.
13.3. The Client shall indemnify Lilyflair against all claims and damages in relation to the Clients negligence and in relation to all matters where the Client uses or directly or indirectly allows the Website to be used for any illegal or immoral purposes.
13.4. The Client shall indemnify Lilyflair against all claims and damages in relation to the Clients breach of third party intellectual property rights.
13.5. Each party expressly excludes liability for consequential loss or damage, loss of profit, business, revenue, loss of enjoyment, goodwill or anticipated savings. Any liability or remedy for innocent or negligent misrepresentation is expressly excluded. Neither party excludes or limits liability for death or personal injury.
13.6. The Client agrees to indemnify Lilyflair against all reasonable expenses, including legal fees and costs for collection by third-party agencies, incurred by Lilyflair Web in enforcing this agreement.
14 INTELLECTUAL PROPERTY AND CONFIDENTIALITY
14.1 All intellectual Property Rights (IPR) n the design of the Website shall remain the property of Lilyflair
14.2. The Client retains the IPR to data, files and graphic logos provided by the Client, and grants Lilyflair the rights to publish and use such material. The Client must obtain permission and rights to use the IPR in any information or files that are owned by a third party. The Client is further responsible for granting Lilyflair permission and rights for use of the IPR and agrees to indemnify and hold harmless Lilyflair from any and all claims resulting from the Client’s negligence or inability to obtain proper IPR permissions. Evidence of permissions and authorities may be requested.
14.3. If any documents or information is marked as confidential by either party then the other party shall ensure it complies with this requirement and keep such document or information confidential.
15 DATA PROTECTION
16 COMPLAINTS AND DISPUTE RESOLUTION
16.1. In the unlikely event you are unhappy with any aspect of the Web-design Services please contact us directly and we will endeavour to resolve the issue.
16.2. If a dispute arises in relation to this agreement then the parties shall endeavour to resolve this dispute through the following process
16.2.1. either party shall give to the other written notice of the Dispute, setting out its nature (Dispute Notice), together with relevant supporting documents. Within 5 working days of receiving the Dispute Notice, the parties shall meet and attempt in good faith to resolve the Dispute.
16.2.2. If the Dispute cannot be resolved within 10 working days of the meeting in 16.2.1 then the Dispute shall be referred to mediation through an agreed independent mediator, if no independent mediator can be agreed then the parties shall use the Centre of Effective Dispute Resolution (cedr) @ www.cedr.com
17. GENERAL TERMS
17.1. Both parties shall and shall ensure it complies with all applicable laws, statutes, regulations and government advice from time to time in force; and
17.2. If any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend that provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
17.3 No amendment to this Agreement shall be effective unless it is in writing and signed by both parties (or their authorised representatives).
17.4 A waiver of any right or remedy under this Agreement or by law shall only be effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.
17.5. 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.
17.6. Any notice given to a party under or in connection with this Agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
17.7. 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.
17.8. Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies for, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
17.9. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
18 LAW AND JURISDICTION
18.1. This contract is made in accordance with English law and shall be construed and interpreted in accordance with English law and the English courts shall have exclusive jurisdiction.