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Project Agreement

Introduction

This contract (the “Agreement”) is entered into by and between the below named parties (the “Parties”). Startable Network, with its principle business being located at Cumberland House, 80 Scrubs Lane, White City, London NW10 6RF hereinafter referred to as the “Company” and the alternative party, hereinafter referred to as the “Client”.

This agreement becomes effective when the Client engages with the Company with one or more of the following services:

  • Web Design
  • Graphic Design

Authorisation

In the event where the Client is engaging with the Company as an independent designer for the specific project of developing and/or improving a World Wide Website to be installed on a web space through a web host provided by the Company or otherwise specified in writing by the Client.

The Client also authorises the Company to publicise the completed website to Web search engines, as well as other Web directories, indexes and to promote Pixify with a link back located on a visible but unobtrusive section of the website unless otherwise paid to remove.

The Client hereby authorises the Company to access their account and authorises the web hosting service to provide the Company with “write permission” for the Client’s web page directory, CGI-bin directory, and any other directories or programs which need to be accessed for this project.

The best work comes out of great relationships. Honesty, respect and gratitude are the keys to a great relationship and therefore we have an interest in treating each other with these values at all times. As much as legal documents are important, what truly binds us is our drive to do great work with great people and to develop a relationship of mutual respect and trust.


Acceptances

The representative of Client has the authority to enter into this Agreement on behalf of Client. Client agrees to cooperate and to provide the Company with everything needed to complete the Services as, when and in the format requested by the Company.

The Company has the experience and ability to do everything the Company agreed to for Client and will do it all in a professional and timely manner. The Company will endeavor to meet every deadline that’s set and to meet the expectation for Services to the best of its abilities.

Advertising Standards

At all times when delivering the agreed services, the Company will comply in all respects with the British Code of Advertising Practice and all applicable regulations, standards and codes including (but not exhaustively) those of the Advertising Standards Authority, the Law Society of England and Wales, the Compensation (Claims Management Services) Regulations 2006 and any relevant regulations relating to electronic commerce.

Web Design Standards

The website will consist of HTML and PHP based design unless otherwise noted during the Project Plan. The site will provide general information about the Client without the need of consent supervision. We, the Company, will provide support and general website upkeep as needed. If the Client needs more than general upkeep the Client is required to pay a fee for whatever is changed.

Client Ownership

In the event that any such material is considered not to be a “work made for hire,” the Company hereby assigns all ownership (whether represented or not by a registered patent, copyright, trade secret) and other proprietary or rights, title and interest in such deliverables and materials to Client, and agrees to execute such documents as Client may reasonably request, in order to assist Client in obtaining and protecting such rights.

The Company agrees that the Company has no interest in any materials that the Company submits to Client, including, without limitation, any security interest therein, and hereby releases to Client any interest therein (if any) which may be created by operation of law. Except as otherwise agreed to in writing and as necessary in the performance of this Agreement, the Company shall have no rights to license, sell or use the deliverables or materials developed under this Agreement, or any portion thereof.

Payment Terms

Client understands the importance of paying independent contractors in a timely manner and wants to maintain a positive working relationship with the Company to keep the project moving forward. Payments for each invoice delivered by the Company to Client are due within 14 days of receipt. In case of overdue payments, the Company reserves the right to stop work until payment is received.

Initial Payment / Deposit Requirements

Initial Payment  Amount
 100%  < £499.99
 50%  £500.00 – £999.99
 40%  > £1,000.00

Full payment is required on initial project invoices valued under £500.00. A deposit of 50% of invoice value is due upfront if the total project cost is between £500.00 and under £1,000.00. In the event where the total project cost is valued above £1,000.00, a 40% deposit is required, followed by a 30% midway project payment and remaining upon completion.

Changes

Any material changes to the Services, including work to be performed and related fees must be approved by the prior written consent of both parties.

Website Backlink Accreditation

To maintain our portfolio credentials and integrity, the Company shall be entitled to place an unobtrusive credit with a hypertext link to the Company’s website in the footer of each web page. If the Client would like the accreditation removed, a payable amount of £39.00 will be invoiced separately. Please review Schedule 2 ‘Add-ons’ of the Terms of Service for a full list of add-ons.

Reimbursements

Client shall reimburse all expenses that are reasonable and that have been authorised in writing by Client in advance; payable within 14 days of itemised invoice.

Late Payment

In the event an invoice is not paid on time, to the maximum extent allowable by law, the Company will charge 10.00% as a late payment fee. The Company’s acceptance of such service charges does not waive its rights to any remedies for Client’s breach of this Agreement. All payment obligations are non-cancellable and fees paid are non-refundable.

Feedback & Revisions

Client will provide feedback up to four (4) times and the Company will revise work up to four (4) times.

Authorship

Both Parties agree that when asked, Client must properly identify the Company as the creator of the deliverables. The Client may not seek to mislead others that the deliverables were created by anyone other than the Company. The Company will not publish any confidential or non-public work without Client’s prior written consent.

Portfolio Rights

The Company is also entitled to reproduce samples of the Client’s website in its portfolio, marketing material, galleries and other media solely for the purpose of showcasing the Company’s work but not for any other purpose. Client hereby agrees the Company may use the work product as part of its portfolio and above.

Non-Solicitation

The Company agrees that during the period in which it is providing Services and for two (2) years thereafter, the Company will not encourage or solicit any employee, vendor, client or the Company of Client to leave Client for any reason.

Cancellation

If the Client terminates this Agreement earlier without cause after 21 days, the Company will charge a disengagement fee of £50.00.

Relationship

Nothing contained in this Agreement shall be construed to create a partnership, joint or co-venture, agency, or employment relationship between the Company and Client. Both Parties agree that the Company is, and at all times during this Agreement shall remain, an independent Company.

Dispute

This Agreement and any dispute arising hereunder shall be governed by the laws of the jurisdiction of the Company’s primary business location (the “Company’s Jurisdiction”), without regard to the conflicts of law provisions thereof. For all purposes of this Agreement, the Parties consent to exclusive jurisdiction and venue in the courts located in the the Company’s jurisdiction.

The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.

Force Majeure

No failure or omission by a party in the performance of any obligation under this Agreement shall be deemed a breach of this Agreement or create any liability if such failure or omission shall arise from any cause or causes beyond the reasonable control of such party which cannot be overcome through that party’s reasonable diligence, e.g., strikes, riots, war, acts of terrorism, acts of God, severe illness, invasion, fire, explosion, floods and acts of government or governmental agencies or instrumentalities.

Miscellaneous

The section and subsection headings used in this Agreement are for convenience only and will not be used in interpreting this Agreement. Both parties have had the opportunity to review this Agreement and neither party will be deemed the drafter of this Agreement for the purposes of interpreting any ambiguity in this Agreement. The parties agree that this Agreement may be signed by manual or facsimile signatures and in counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. In the event that any provision of this Agreement will be determined to be illegal or unenforceable, that provision will be first revised to give the maximum permissible effect to its original intent or, if such revision is not permitted, that specific provision will be eliminated so that this Agreement will otherwise remain in full force and effect and enforceable.

Notices

Any notices to either Party made pursuant to this Agreement shall be made and sent (i) via US mail or a nationally recognized carrier to the other Party’s address on file; (ii) or via e-mail to the other Party’s designated representative. Each Party shall have an independent obligation to provide and update, as necessary, the mail and e-mail address on file for such notices. Notices sent by e-mail shall be deemed effective once sent if no error or “bounce back” has been received within twenty-four (24) hours of submission.

Appropriate Conduct

Client and the Company will seek to maintain a professional relationship that is free from harassment of any kind and from any other offensive or disrespectful conduct. If at any time during the term of this Agreement the Company believes that he/she has been subjected to harassing behaviour on the part of Client or Client’s staff, the Company will notify Client immediately and demand that appropriate actions will be taken to correct the matter. In the event that the reported behaviour continues following the Company’s second notice, such behaviour will constitute a breach of this Agreement and entitle the Company to terminate this Agreement in accordance with the Agreement’s Term and Termination Clause, and be paid in full for the ordered project or for the planned monthly service hours, as applicable, without limiting any other right or remedy available to the Company by law.

Warranty

The Company warrants that: (i) the Services will be performed in a professional and workmanlike manner and that none of such Services or any part of this Agreement is or will be inconsistent with any obligation the Company may have to others; (ii) none of the Services or Inventions or any development, use, production, distribution or exploitation thereof will infringe, misappropriate or violate any intellectual property or other right of any person or entity (including, without limitation, the Company); (iii) the Company has the full right to provide Client with the assignments and rights provided for herein; (iv) the Company shall comply with all applicable laws in the course of performing the Services and (v) if the Company’s work requires a license, the Company has obtained that license and the license is in full force and effect.

EXCEPT AS SET FORTH IN THIS ATTACHMENT B, the Company DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, COMPLETENESS OR RESULTS TO BE DERIVED FROM THE WORK.

EXCEPT AS SET FORTH HEREIN, ALL DELIVERABLES ARE DELIVERED ON AN “AS-IS” BASIS

Liability

the Company agrees to indemnify, defend and hold harmless Client from any and all claims, actions, damages, and liabilities (excluding, without limitation, attorneys’ fees, costs and expenses) arising (i) through the Company’s gross negligence ; (ii) out of any claim that the materials or deliverables, or any portion thereof, in fact infringes upon or violate any proprietary rights of any third party, including but not limited to patent, copyright and trade secret rights; or (iii) from a breach or alleged breach of any of the Company’s representations, warranties or agreements herein.

Client agrees to indemnify, defend and hold harmless the Company from any and all claims, actions, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising in any manner caused by Client’s (i) gross negligence; (ii) out of any claim that Client provided content, or any portion thereof in fact infringes upon or violate any proprietary rights of any third party, including but not limited to patent, copyright and trade secret rights; or (iii) from a breach or alleged breach of any of Client’s representations, warranties or agreements herein.

TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, the Company SHALL NOT BE LIABLE TO THE CLIENT FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOST PROFIT, LOSS OF BUSINESS OR THE LIKE) ARISING OUT OF OR RELATING TO THIS ATTACHMENT B OR THIS AGREEMENT, the Company’S PERFORMANCE HEREUNDER OR DISRUPTION OF ANY OF THE FOREGOING, EVEN IF CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE CAUSE OF ACTION, WHETHER SOUNDING IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE. TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, the Company’S AGGREGATE LIABILITY UNDER THIS ATTACHMENT B AND THIS AGREEMENT SHALL IN NO EVENT EXCEED THE AGGREGATE COMPENSATION PAID BY CLIENT TO THE the Company UNDER THIS AGREEMENT.

Confidentiality

Each party shall maintain, in the strictest confidence, all Confidential Information (as defined in the next sentence) of the other party.

“Confidential Information” means all (i) nonpublic information (at the time of disclosure) disclosed by one party to the other party under this Agreement, provided such information is marked or indicated by the disclosing party to be confidential; (ii) and any information which ought reasonably be considered confidential with regard to the circumstances surrounding disclosure, whether or not such information is marked “Confidential”.

In the event a party is required to disclose Confidential Information pursuant to a judicial or other governmental order, such party shall, to the maximum extent permitted by law or opinion of counsel, provide the other party with prompt notice prior to any disclosure so that the party or its client may seek other legal remedies to maintain the confidentiality of such Confidential Information.

Each party receiving Confidential Information shall be responsible for any breach of this provision that is caused by any of its employees, affiliates, representatives or agents and such party agrees to indemnify and hold harmless the other party from and against any liabilities, claims, damages, losses, costs and expenses resulting, directly or indirectly, from any breach by a party, or any of its employees or independent contractors, of any provision of this Agreement. The obligations of this Section shall survive termination of this Agreement for a period of three (3) years.

Termination

Either Party may terminate this Agreement at any time, with or without cause, upon 30 days written notice.

Either Party also may at any time terminate the Agreement immediately if: (i) the other party commits a breach of this Agreement and such party does not cure a breach within 5 days of written notice from the non-breaching party of such breach.

If this Agreement is terminated earlier by Client without cause, Client agrees to pay the Company any and all sums which are due and payable for: (i) services provided as of the date of termination; and (ii) expenses already incurred, including those from documented non-cancelable commitments. the Company agrees to use the best efforts to minimize such costs and expenses.

Termination for any reason shall not affect the rights granted to Client by the Company hereunder. Upon termination, Client shall pay to the Company all undisputed amounts due and payable. If upon termination Client has not paid undisputed fees owed for the material, deliverables or Services provided by the Company as of the date of termination, Client agrees not to use any such material or the product of such Service, until Client has paid the Company in full. Any provisions or clause in this Contract that, by its language or context, implies its survival shall survive any termination or expiration of this Agreement. Notwithstanding anything to the contrary in this Agreement, the Company shall retain a perfected security interest in the deliverable or material until Client has made payment in full for all undisputed amounts as of the termination date. The Company hereby agrees to release and waive its security interest in the deliverable and material upon receipt of full payment for all undisputed amounts.

Entire Contract

This Agreement and any exhibits, schedules or attachments, between the Parties supersedes any previous arrangements, oral or written, and may not be modified in any respect except by a future written agreement signed by both Parties.