The following terms and conditions are agreed between the Parties for the development of a website (the “Website”) in accordance with the specification agreed in writing between the Parties (the “Project Specification”). Once this document (the “Agreement”) is signed, the Website shall be developed by WEBZALA (the “Web Designer”) for (the “Client”).


 

1. The Project

In consideration of the Client paying the Designer the relevant Fees  set out in the Project Specification, the Designer shall:

a – Develop the Website in accordance with the Project Specification and if agreed, provide relevant after design services on behalf of the Client.

b –  Number of amendments or variations to the Project Specification must be agreed in writing between the Parties. The Parties shall meet and discuss the proposed changes in good faith. The Designer is entitled to charge the Client for the additional changes which were not agreed in the written contract, and require a considerable amount of work and/or involve additional expenses.


 

2. Delivery and Acceptance

a- Upon completion of the Project, the Client shall make full payment of the Fees to the Designer upon which the Designer shall deliver the completed Website to the Client through the Client’s server.

b- Uploading completed project onto a fileserver, unless agreed in the contract,  will incur additional fees to the Client for this service. The Client is responsible for ensuring that the intended fileserver or disk space is properly configured unless agreed otherwise in the contract. Uploading website to the server managed by “WEBAZALA WEB DESIGN” must be agreed in the contract and is the responsibility of the designer.

c – Server configuration and websites files uploaded to the server managed by WEBZALA designer are managed only by WEBZALA designer or contractor. A client will not have such an access.

d- After delivering the Website to the Client, the Client shall have a period of 10 working days (the “Acceptance Test Period”) to test the Website to ensure it conforms to the agreed Project Specification (the “Acceptance Test”). Acceptance of the Website may only be withheld by the Client if he/she can demonstrate that the Website does not conform materially to the Project Specification. Upon completion of the Acceptance Test, the Client shall confirm in writing to the Designer that the Project is complete (the “Project Release”). Upon the expiry of the Acceptance Test Period, Acceptance of the Website shall be deemed to have taken place.

e- Upon receipt of the Project Release or deemed acceptance, the Designer shall not have any further obligations to undertake any work in relation to the Project. The Designer reserves the right to charge the Client for any additional work carried out at its standard rates from time to time.


 

3. Delivery of Content, Materials and Feedback

a- Unless specified in the contract, the Client undertakes to deliver to the Designer all written content, data, images, trade marks e.g. trade names, logos, and other relevant information required for the Project.

b- The Client acknowledges that the Designer’s ability to complete the Project is dependent upon the full and timely co-operation of the Client and the Client undertakes to notify the Designer promptly in writing of any delays in delivering the Client Content. Where the Client has notified the Designer of any delay, the Client will provide the Designer with a revised timetable for supplying such Client Content.

c- The Designer will not be responsible for any delays, missed milestones (where specified in the Project) or additional expenses incurred due to the late delivery or non-delivery of the Client Content where required by the Designer for the Project.


 

4. Fees and Payment

Specific payment milestones set out in the Project Specification will be payable by the Client in the following instalments:

a- 50% of the Fees to be paid before commencement of the Project by the Designer;

b- The outstanding balance of the Fees to be paid no later than 5 days after the expiry of the Acceptance Test Period.

c- Payments shall be made due in full without any deduction by cash, bank account transfer, or PayPal account.  PayPal provision to be paid by The Client

d- If the Client fails to pay the Fees on the due date, the Designer may:

  • Suspend the Project until payment has been made in full
  • Where the Designer is providing Hosting Services, disable the Website until payment has been made in full
  • Terminate this Agreement immediately upon notice.

e-  All invoices are sent to the Client’s specified email address. The Client will notify the Designer of any changes to the invoicing email address.

f- The Designer will return the Deposit to the Client, if the project does not go ahead on account of the Designer.

g-  The subsequent fees for the domain after transferring domain registration will be The Client’s responsibility and the agreement between The client and the domain provider.

h- After agreed period (if any) of free hosting of The Client’s Website on the Server managed by The Designer, Client will incur additional monthly or yearly fee. Subject to the agreement.


 

5. Intellectual Property Rights

a- The Client grants to the Designer a non-exclusive, revocable, royalty-free licence to use and reproduce the Client Content solely for the purpose of performing its obligations under a project agreement.

b- The website (including all content and resulting code) will be fully transferred to the Client on completion of the project. The software and coding produced by the Designer in respect of the Website (excluding any Client Content) may be reused by the  Designer on a royalty-free and irrevocable basis.

c- The Client undertakes not to access, modify, alter all or part of the  Designer Materials with a view to creating a separate website or licensing the Website to a third party or diminish the design and function of the Website, without the prior written consent of the Designer.

d- The Designer can register and renew domain names on behalf of and as requested by the Client. Fees and expenses incurred in registration and/or renewal will be included as part of the Fees. On payment of the Fees and delivery of the Project Release by the Client, the Designer undertakes to transfer all registration details for the Website, including but not limited to technical and administrative details, to the Client.


 

6. Warranties

a- Each party warrants that it has full power and authority to enter into and perform this Agreement.

b- The Designer warrants that it will perform its obligations under this Agreement with reasonable skill, care and diligence and that the Client’s use of the  DesignerMaterials will not infringe any third party intellectual property rights.

c- The Client is responsible for any intellectual property rights of the content supplied by the Client and that the Designer’s use of the Client Content in accordance with this Agreement will not infringe any third party intellectual property rights.

d- The Client confirms that to the best of their knowledge and belief, the Client Content does not contain anything which may be considered blasphemous, defamatory or obscene and do not breach any applicable law or regulation.


 

7. Indemnities and Limitation of Liability

a- Nothing in this Agreement shall exclude or restrict the liability of either Party to the other Party for death or personal injury resulting from negligence or for liability for fraudulent misrepresentation or for any other liability which cannot be excluded by applicable law.

b- Neither Party shall be liable, whether in contract, tort (including negligence), statutory duty or otherwise, under or in connection with this Agreement for any loss of revenue, loss of actual or anticipated profits, loss of business, loss of operating time or loss of use, loss of opportunity, loss of reputation, loss of, damage to or corruption of data or any indirect or consequential loss or damage howsoever caused.

c- The Designer shall have no liability for any loss or damage caused to the Client due to:

  • Any network failure and/or inability on the part of the Client to access the Website due to a problem with the Internet and/or any telecommunications network.
  • Any viruses, worms, Trojan horses or other similar devices.

d- The Client shall indemnify and keep the Designer  fully indemnified against any and all third party claims of infringement of intellectual property rights affecting the Client Content or the Hosting Services.

 

e- The Client acknowledges that it is for the Client to ensure that the Website does not infringe the laws of any jurisdiction within which it is actively promoted.


 

8. Termination

Either Party may terminate the Agreement immediately in the event that the other Party:

a- commits a material or persistent breach of its obligations under this Agreement which is incapable of remedy including non-payment.

b- fails to remedy a breach of any of its obligations under this Agreement, where it is capable of remedy, or persists in any breach of any of its obligations under this Agreement after having been required in writing to remedy or desist from such breach within a period of 30 days.has failed to meet expectations.


 

9. Confidentiality

a- Each Party undertakes that it shall not at any time, disclose to any person any confidential information concerning the business, affairs, trade secrets, technical, commercial, financial, operational, marketing or promotional information or data of either Party or the terms of this Agreement, except as may be required by law, court order or any governmental or regulatory authority.

b- The provisions of clause a of this section shall not apply to confidential information received by a Party which: (i) that party can prove was know before receipt; (ii) is in or enters the public domain through no wrongful default by or on behalf of that party; or (ii) was received from a third party without obligations of confidence owned directly or indirectly to that Party.

d- Neither Party shall use the other Party’s confidential information for any purpose other than to perform its obligations under this Agreement.


 

10. Force Majeure

a- Neither Party shall be liable for delay or failure to perform any obligation under this Agreement if the delay or failure is caused by any circumstances beyond its reasonable control, including but not limited to acts of god, war, civil disorder or industrial dispute. If such delay or failure continues for a period of at least 90 days, the Party not subject to the force majeure shall be entitled to terminate the Agreement by notice in writing to the other.