9.22 LEGAL STUFF. We will carry out our work in accordance with good industry practice and at the standard expected from suitable designers and developers. We cannot guarantee that our work will be error free and we cannot be liable to you or any third party.
9.23 FORCE MAJEURE. We cannot guarantee completion of any website or artwork project when the following situations arise which may affect our systems, platforms and servers. Force Majeure caused by; fire, flood, hurricane, tornado, sever storm, earthquake, act of war, sabotage, terrorism, riot, interruption of electrical or telecommunications service (including internet failures). Upon occurrence of any Force Majeure Event, AZZURRI DESIGNS LTD shall give notice to the client of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the services.
9.24 COPYRIGHT NOTICES & OTHER NOTICIES. We will include © Copyright symbol followed by our company name at the bottom of your website. The client is entitled to freely use the website we create, with the right retained to AZZURRI DESIGNS LTD including the rights to make alterations and changes. We can remove this copyright notice permanently for a fee of £1900 & hand over all ownership and liability of the website to the client. The Client agrees that resale or distribution of the completed files is forbidden unless prior written agreement is made between the Client and the Developer. The Client agrees to hold harmless, protect and defend the Developer from any claim or suit that may arise because of using the supplied media and content. The Client agrees to abide by the terms of any third-party which include, Googlemaps, Media under the Creative Commons license, RSS feeds, Open Source GPL Software etc.
9.25 GENERAL NOTICES. All notices to be given hereunder shall be transmitted in writing by email with return confirmation of receipt or by certified or registered mail. All correspondences such as page text change, queries or additional information should be sent to email@example.com or firstname.lastname@example.org . The client can use our Project Portal to contact us only for project files transmission and glitch reporting. The login credentials will be provided upon job completion and will not be activated until that time. The client can keep track of their project status by visiting their Dashboard. Project notes, files, invoices, contracts can all be found on this portal.
9.26 SEVERABILITY. If any section of this agreement is found to be invalid, illegal or unenforceable, every other section of the agreement will still be enforceable and valid.
9.27 CONFIDENTIALITY & NON-DISCLOSURE. Each party shall maintain Confidential Information in strict confidence. During this agreement, it may be necessary for us to share your project information and other confidential matters such as coding, project goals, and client brief to our in-house developers, third-party developers, marketers. In rare cases we may have to disclose your project and information when requested by authorities, law enforcement and solicitors. When information is shared, a NDA may be produced for them to sign before any information or data is transmitted. This action is at the approval and discretion of the developer and the client is not required to know this information. Should the client disclose publicly any such project or information, the developer will not be liable.
- Once the site is launched, we may showcase your website or project or artwork on Social Platforms and in our portfolio for recognition of creative excellence.
- We will not sell your details, or ideas to any third-party.
- All our coding will remain confidential information.
- We are not liable if the client’s staff inadvertently informs the public domain of such project.
- After project completion all confidential details are destroyed or returned to the client.
9.28 PAYMENTS. Client agrees to pay the developer/designer what is agreed through out the contract, letter of agreement and in the payments section. The developer reserves the right to add up to 8% interest on to late payments. AZZURRI DESIGNS LTD will send any invoices 30 days before due and will require payment to be made within 14 days (unless specified differently). If no payment is received after 7 days, a Late Payment Letter will be sent. At this point the client will be found in breach for not paying. If the client fails to adhere to these emails or letters and no payment is made within 30 days, the client will be found to be in breach and will result in the website being turned off, along with any emails. AZZURRI DESIGNS LTD will seek and take legal action to recover any costs. The client will be responsible for all collection or legal fees necessitated by lateness or default in payment. AZZURRI DESIGNS LTD reserves the right to withhold delivery and any transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full. Activation fees of £200 will be applied to reconnect website and emails.
9.29 CHANGE OF CONTRACT AND BREACH. AZZURRI DESIGNS LTD will hold the right to change this contract at any given time and will require both parties to sign an amended and updated contract. Should the client be in breach of the contract agreement, then the client waives the right to contest any part of this agreement in any circumstances and will not be able to file any claim against us for this project. Should the client be found to be in breach, they waive their right to require a signature and grants AZZURRI DESIGNS LTD permission to raise any additional agreements or contracts or terminate agreements when client is in breach. AZZURRI DESIGNS LTD reserve the right to modify or raise a new letter of agreement/contract or terminate the agreement in order to protect its assets and interests.
9.30 DELAYS. As mentioned in the sections above, AZZURRI DESIGNS LTD shall use all reasonable efforts to meet the Work Plan and Milestones delivery schedule. Designer may extend the due date for any Deliverable by giving written notice to Client. Conditions beyond the reasonable control of the parties include, but are not limited to, natural disasters, acts of government after the date of agreement, power failure, fire, flood, acts of God, labour disputes, riots, acts of war, terrorism and epidemics. This also includes cyber-security breaches such as DDos attacks on the clients website or online service, cyber-attacks from Terrorist organisations (including but not limited to ransomware, occupation/domain squatting/replacing site content with extremist content) and hijacking of clients’ email addresses and distribution of extremist material.
9.29 FINISHED WORK. The finished work is defined in the [COMPLETION] section. Finished work, with the arrangement or brokering of the services by the Developer/Designer, shall be deemed in compliance with this Agreement if the final product is within the acceptable variations as to kind, quantity, and price in accordance with current or standard trade practices identified by the supplier of the print and print-related services. Whenever commercially reasonable and if available, Developer/Designer shall provide copies of the current or standard trade practices to Client. Notwithstanding, Provider shall have no responsibility or obligation to negotiate changes or amendments to the current or standard trade practices.
9.27 INTELLECTUAL PROPERTY RIGHTS.
- AZZURRI DESIGNS LTD
- AZZURRI DESIGNS LTD will hold Intellectual Property Rights and Copyrights over its designs, quotation, custom coding, custom functions, developed testing sites, preliminary works and/or developed website and finished end product and end website.
- For any Final Deliverable that includes the work of independent contractors or third-party material, Designer shall secure sufficient rights for Client to use the Final Deliverables for their intended purpose.
- To the best of Designer’s knowledge, the final Deliverables will not infringe upon the IP rights of any third party. However, Designer will not be conducting any type of IP clearance search (for example, Designer will not be conducting a copyright, trademark, patent or design patent clearance search
- All artwork designed by AZZURRI DESIGNS LTD will remain creative copyright and ownership of AZZURRI DESIGNS LTD and will feature the copyright symbol mentioned in the 22.
- The Client
- Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the Client Content,
- The client also agrees that text, graphics, photos, designs or trademarks given to us are for the inclusion for the proposed website and you have permission to use these. If the client does not have permission to use the client will cover the developer for any rights purchase expenses including stock photos, stock videos, graphics and trademarks.
- For print AND/OR online/interactive AND/OR three-dimensional media: Provider hereby grants to Client the exclusive, perpetual and worldwide right and license to use, reproduce, adapt, modify and display the final provided artwork solely in connection with the Project as defined in the Proposal and in accordance with the terms and conditions of this Agreement. The artwork may be modified freely as long as it does not reflect negatively upon the original artwork provided by the Designer.
- Once website is launched, the client will retain copyright of any item of text, graphic, photos that were provided to us during development stage.
- Client keeps their rights to use their name and logo as they wish.
- The client does not have permission to use or take apart any of the website structure to either start a new project or clone what we have achieved, completed, developed.
- The client will remain original copyright of their idea, inventions, and original designs of the project that was provided to us in the brief.
9.28 WARRANTIES. AZZURRI DESIGNS LTD shall create website for client’s purpose to the client’s specifications mentioned in the [PROJECT BRIEF]. The client will see proposed designed mentioned in the [PROJECT PROPOSAL] and will be asked to sign of the design before any development can occur along with any sign off for phases if applicable.
- Developer will not agree to their website guaranteeing any profit, sales, exposure, brand recognition and has no responsibility to client if the website does not lead to clients desired results including extra sales, exposure or brand recognition.
- Warranty is only valid for the first 12 months following the project expiration set out in the dates section and/or from any project sign off documents signed by the client.
- Warranty will cover assistance to fix any errors that affect the online presence of their website that was caused by the website. third-party actions from client’s staff do not cover in warranty. This excludes any enhancements to the client’s website or projects. Enhancements will be billable at designer’s rates. Any alterations made by the client or attempted by; are strictly prohibited and any alterations will be billed and added by AZZURRI DESIGNS LTD within the first 12 months.
- The client agrees that the developer is not liable for any bugs or performance issue or failure of the framework upon the website is built on.
9.29 DISPUTES. Should a dispute arise, we will ensure that negotiation occurs between both parties to come to a solution that resolves the situation. If parties are unable to resolve the dispute, either party may start mediation in a forum mutually agreed by both parties.
9.30 BREACH OF CONTRACT. If Developer finds the client in Breach of Contract, then the developer reserves the right to seek legal advice and action and to terminate this contract. The developer can ask for full payments and raise an additional invoice to cover costs incurred from overdue payments, and legal fees including 8% interest for unpaid invoices. Breach of contracted agreement will be activated when;
- CLIENT CAN TRIGGER BREACH
- Not fulfilling the [PROJECT PROPOSAL] as outlined in the [PROJECT BRIEF]. Client will not be reimbursed for any deposits.
- DEVELOPER CAN TRIGGER BREACH
- Client does not pay any outstanding invoices (phase or non-phase) after the 14 days from invoice date.
- Client does not provide requested feedback within 10 days for non-phase projects.
- Client does not provide requested feedback within 3 days for phase projects.
- Client does not pay for amount of completed artwork that is due for review.
- Client does not pay for amount of completed artwork after feedback was sent to us.
- Client does not pay for amount of completed artwork after amendments were made after feedback.
- Fails to review and provide feedback within the date specified in either [PROJECT DATES] and [MEETING REVIEWS] or by email. Feedback is due 10 days after submission to the client and 3 days after for Phase Projects.
- Client ignores the First Late Payment Reminder.
9.31. AGREEMENT TERMINATION. Termination will be at the developer’s discretion. Termination notice shall be 10 days Developer reserves the right to terminate this contract, seek legal advice and take legal action if the client is found to be in breach or that the client’s negligence has increased the level of risk to the developer’s assets and interests. The developer can ask for full payments and raise an additional invoice to cover costs incurred from late payments, and legal fees including 8% interest for unpaid invoices. AZZURRI DESIGNS LTD will retain all payments already made to date for this project. No IP rights will be transferred.
- DEVELOPER CAN TRIGGER TERMINATION;
- The developer can activate termination if any condition of client breach is met.
- Outstanding invoices for domain, hosting, and project phases that have not been paid 30 days after due date.
- Client does not provide feedback after 30 days from artwork submission.
- Termination can be activated if the client’s actions is a cause for concern such as financial unstable which could affect the developers interests and investments and assets. No signature from the client is required.
- If the client is found to be financial unstable from; insolvency, bankruptcy, flees within or outside the country, or police arrest then we will aim to make communication with the client or their staff. If we are not able to make reasonable contact, then we will terminate the project and raise all outstanding amounts plus interest.
- All confidential items will be returned or destroyed.
- CLIENT CAN TRIGGER TERMINATION;
Client will not be reimbursed for any deposits or payments made to date. Client will have to pay any outstanding amounts leading up to termination and any unpaid amounts.
- Client does not pay any outstanding invoices (phase or non-phase) after the 14 days from invoice date.
- Client cannot request termination if any part of the brief is missing, awaiting to be completed, or waiting for feedback to be submitted to us.
- Client cannot request termination if any part of the finished artwork, website or project does not match up with the original design, mock-up, and briefs the client has signed.
- Client cannot request termination if the project has gone over the estimated end date or over phase completion dates for any reason.
9.32 INDEMNIFICATION AND LIABILITY.
In the case of a third-party lawsuit or proceeding based on a claim that Deliverables breach the third party’s intellectual property rights, and it is determined that such infringement has occurred, Designer may at its own expense, replace any infringing content with non-infringing content. Designer shall promptly notify Client in writing of any third-party claim or suit. Client shall have the right to fully control the defence and any settlement of such claim or suit. Client shall indemnify AZZURRI DESIGNS LTD from any and all damages, liabilities, costs, losses, expenses or attorney fees arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, or third-party claims.
AZZURRI DESIGNS LTD will not be held liable if during transfer of the website to another server, or emails to another email provider. We will carry out assessments of any transfer along with any backups. In a case where content, emails or data goes missing or no longer works we will not be liable for this.
AZZURRI DESIGNS LTD will not be liable for any loss of profit, business interruption caused directly or indirectly, while carrying out any of our services for this project.
- CLIENT. Should the client decided to cancel; In the event of cancelation, the designer will be compensated for services performed through the date of cancellation and full remaining costings in the amount as agreed in the [LETTER OF AGREEEMENT] and [PAYMENT] section. Upon cancellation all rights to the website stay with the designer including revised artwork, revised sketches, revised text, revised codes and source files produced by the designer.
- BY DESIGNER. Should the developer decide to terminate this contract, then it can only be done so by either 1) Breach of contract which leads to termination, 2) when the developer sees the client as a high risk and will want to protect their assets and investments. The developer can raise an invoice for full remaining costings.