Web Development and Design Terms of Agreement
1. Authorisation
The Client confirms that they are engaging with MGT Design Limited for the purposes of designing and/or developing a website or mobile application in accordance with their instructions and brief. These Terms of Agreement will be deemed accepted by the Client once the initial deposit has been paid to MGT Design Limited.
2. Completion
MGT Design Limited confirms that the project will be completed within the agreed deadline upon receipt of all necessary materials, content and approvals. This schedule is dependent upon the agreed commencement date and upon the Client working closely with MGT Design Limited.
MGT Design Limited cannot be held responsible for delays caused by a lack of materials, insufficient instructions, delays in approvals or delays caused by third parties.
The initial wireframe or design concept will be submitted for approval before development commences. Development work may be carried out within a testing environment, online development area or staging website and the Client will be provided with access to review progress.
Any additional functionality, amendments, research and development, or changes to the agreed specification may affect the original completion date and may be subject to additional charges.
3. Copyright/Trademark
It is a condition of this Agreement that the Client unreservedly guarantees that any material including photographs, graphic designs, wording, trademarks, logos or any other artwork supplied to MGT Design Limited for inclusion within the website or mobile application is either owned by the Client or that the Client has obtained the necessary permissions to use such materials.
The Client agrees to indemnify MGT Design Limited, its employees and subcontractors against any claims, losses, damages or liabilities arising from the use of materials supplied by the Client.
4. Web Design/Copyright
Copyright of all designs, layouts, concepts, graphics and development work shall remain the property of MGT Design Limited.
Upon payment in full of all outstanding invoices, MGT Design Limited grants the Client a licence to use the completed website or mobile application for its intended purpose.
The Client shall not reproduce, replicate, adapt, distribute or use any part of the design, code, graphics or functionality outside of the agreed project without the prior written consent of MGT Design Limited.
5. Design Credit
The Client agrees that a design credit may be displayed on the website indicating that it was designed or developed by MGT Design Limited.
The Client further agrees that MGT Design Limited may include the project within its portfolio, marketing materials and promotional activities.
6. Source Code
MGT Design Limited retains ownership of all source code, platform configurations, themes, templates, databases and associated intellectual property created or developed as part of the project.
Such materials will not be released, transferred, exported, replicated or made available to the Client or any third party unless expressly agreed in writing by MGT Design Limited under a separate transfer agreement.
7. Hosting
Hosting is available with MGT Design Limited and is charged at £295 + VAT per year, payable annually in advance. Hosting services are provided on a 12-month subscription basis and form part of MGT Design Limited’s managed hosting service.
The Client may be provided with appropriate access for content management purposes. Administrative and system-level access remains at the discretion of MGT Design Limited. The installation of third-party plugins, themes, scripts or software by the Client or any third party is prohibited unless approved in writing by MGT Design Limited.
8. Charges
All charges made by MGT Design Limited to the Client shall be in accordance with the quotation, proposal, service schedule, maintenance agreement, hosting agreement or scale of charges supplied to and accepted by the Client.
Any additional work requested outside of the agreed scope may be subject to additional charges.
Where reasonably practicable, MGT Design Limited will provide a quotation or estimate before commencing additional work. However, where work is requested without a prior quotation, on an urgent basis, or where the scope cannot reasonably be determined in advance, MGT Design Limited reserves the right to charge for all time spent investigating, diagnosing, implementing, testing and completing the requested work.
Ad-hoc development, support, maintenance, troubleshooting, technical investigation, content amendments and consultancy services not covered by an active maintenance agreement shall be charged at £95.00 per hour plus VAT unless otherwise agreed in writing.
Requests for work made by the Client via email, telephone, messaging services, support tickets or other communication methods shall constitute authority for MGT Design Limited to carry out such work and apply the appropriate charges.
9. Maintenance
All future maintenance of the Client’s website or mobile application will be subject to agreed charges.
Maintenance services and support packages are available from MGT Design Limited. Where no maintenance agreement exists, any requested work shall be quoted separately or charged at MGT Design Limited’s standard hourly rate.
Failure to maintain software, plugins, themes or third-party integrations may result in security vulnerabilities, compatibility issues or service disruption for which MGT Design Limited accepts no liability where maintenance services have been declined.
10. Training
Training is available for all Website CMS and Mobile App CMS platforms and may be subject to additional charges.
11.Payment Schedule
The total agreed fee (plus VAT) will normally be invoiced in two instalments, although alternative arrangements may be agreed for larger projects.
The Client agrees to pay an initial deposit equal to 50% plus VAT before work commences. The remaining balance shall be invoiced upon completion of the project and shall be payable within 14 days.
If the Client fails to provide requested materials, approvals or information for a period exceeding 30 days, MGT Design Limited reserves the right to place the project on hold. Any deposit paid shall remain non-refundable and MGT Design Limited reserves the right to invoice for any work completed where the value of such work exceeds the deposit received.
12. Non-Disclosure
MGT Design Limited, its employees and subcontractors agree that at no time prior to, during or after this Agreement will they disclose any confidential information relating to the Client to any third party without consent.
Similarly, the Client agrees not to disclose any confidential information relating to MGT Design Limited, its business practices, pricing structures, systems or intellectual property to any third party without prior written consent.
General
The above Agreement constitutes the entire agreement between both parties and supersedes any previous verbal or written understandings.
Any amendments to this Agreement must be made in writing and agreed by both parties.
