Ben Thomas

Wordpress Website Development
Gardiner, Maine

NEW PROJECT AGREEMENT AND TERMS AND CONDITIONS


Definitions:


Development

For the purposes of this contract development in most cases will refer to the development of a website, website maintenance or other media piece agreed by a Client and Ben Thomas / Ben Thomas Creative.

Client

The Client is the person entering into an agreement with Ben Thomas / Ben Thomas Creative for the purchase of services usually but not restricted to website development, design and other associated media.

Ben Thomas / Ben Thomas Creative

Ben Thomas (individual), Ben Thomas Creative or Ben Thomas Creative Limited is the vendor and provider of services.

Agreement

The Client agrees to be bound by the following terms and conditions. Any amendments to the following must be mutually agreed.



1. Development Process


  1. Ben Thomas / Ben Thomas Creative agrees that all of the business affairs and information of the Client are to be kept confidential except where necessary for the execution of their services for the Client.
  2. Ben Thomas / Ben Thomas Creative will host the Client’s website unless otherwise negotiated with the Client.
  3. Ben Thomas / Ben Thomas Creative is not responsible for search engines crawling and ranking websites which are hosted either on the Client's hosting account or within the Ben Thomas / Ben Thomas Creative hosting account at any time while it is in development or at any other domains.
  4. Ben Thomas / Ben Thomas Creative is not responsible for loss or damage to clients data due to hacking of a website or other online system.
  5. Ben Thomas / Ben Thomas Creative is not responsible for spamming, phishing, pharming  or spoofing originating from a clients website or online system.
  6. All intellectual property rights in materials provided by the Client for its website remains the Client’s property. Subject to this, all intellectual property rights in software, design work or any other materials provided to the Client pursuant to this agreement remain the property of Ben Thomas / Ben Thomas Creative.
  7. The Client is responsible for ensuring that all material supplied to Ben Thomas / Ben Thomas Creative during a development is either copyright free or that the Client has the permission of the respective copyright owners to use the materials.
  8. The Client will provide Ben Thomas / Ben Thomas Creative within a reasonable timeframe either at the beginning of development or before development commences all information and assistance reasonably required for the completion of any agreed tasks, including overall business objectives and objectives for the Client’s website. This is to include but is not limited to costs, pictures, content information, photographs, timescales and required functionality, plus any relevant legal requirements, logos, artwork, product and service information.
  9. No website Ben Thomas / Ben Thomas Creative creates includes the development of a logo as standard. However during the development of a website Ben Thomas / Ben Thomas Creative may create some artwork as part of a Clients unique design which may be used by  the Client for other purposes in their branding. Should the Client require that this artwork undergo further development such that it goes beyond three iterations this will then be counted separate to the original agreed development and is subject to Ben Thomas / Ben Thomas Creative hourly rate of $65 per hour unless a set fee is otherwise agreed between the Client and Ben Thomas / Ben Thomas Creative.
  10. Any information and images intended for inclusion in a website should normally be provided in digital format by email or USB/CD unless previously agreed to between Ben Thomas / Ben Thomas Creative and the Client. Should Ben Thomas / Ben Thomas Creative have to spend unreasonable time converting material into a usable format for a development they reserve the right to charge the Client $65 per hour.
  11. Any additional cost arising where the information has to be created or converted to digital format by Ben Thomas / Ben Thomas Creative will be agreed with the Client beforehand. If digital information is supplied in a non-standard format, the Client  will be responsible for Ben Thomas / Ben Thomas Creative reasonable costs of conversion to a usable format. Where Ben Thomas / Ben Thomas Creative after making all reasonable efforts are unable to facilitate the conversion of content into a usable format a third party will be found to undertake this work. The cost of this are in addition of any previously agreed contract.
  12. If the Client does not engage in reasonable contact with Ben Thomas / Ben Thomas Creative during the development of a project resulting in Ben Thomas / Ben Thomas Creative being unable to continue with a development for a period of 2 weeks or if the Client  fails to provide the above required content, information, text and images to Ben Thomas / Ben Thomas Creative within normally a 3 week timescale from the date of initiation, or a period otherwise mutually agreed with Ben Thomas / Ben Thomas Creative, then Ben Thomas / Ben Thomas Creative reserves the right to charge the Client for the time spent on the Client’s project at up to a rate of $65 per hour plus a cancellation charge of 40% of the remaining fees due of the development. Should this happen it will be treated as a termination of contract by the Client. Should the Client subsequently request that Ben Thomas / Ben Thomas Creative continue with a development, Ben Thomas / Ben Thomas Creative reserves the right to renegotiate any fees due from the original contract or renegotiate a new contract.
  13. The Client is responsible for sending any information to Ben Thomas / Ben Thomas Creative

 

2. Termination and Other Conditions


  1. Where Ben Thomas / Ben Thomas Creative provides services on an ongoing or continuous basis, Ben Thomas / Ben Thomas Creative will provide the Client with one month’s notice of termination, or of any changes to relevant prices and conditions. 
  2. Ben Thomas / Ben Thomas Creative may terminate the agreement with the Client at any time.
  3. In the event of any of the below terminations, Ben Thomas / Ben Thomas Creative reserves the right to charge the Client for the time spent on the Client’s project including time spent in communication with the Client in relation to any of the above matters at up to a rate of $65 per hour plus a project cancellation charge of up to 50% of the remaining fees due under the orders then current.
  4. The Client changes the purpose of their existing website and request updates or update themselves via a Content Management System a website so that the original aims and purposes of a site are no longer the same or similar to what was agreed in an original contract. 
  5. Should the Client cancel the project at any time for any reason, Ben Thomas / Ben Thomas Creative reserves the right to charge the Client for the time spent on the Client’s project at up to a rate of $65 per hour and impose a project cancellation charge of up to 40% of any previously agreed fees.
  6. The Client agrees to pay for Ben Thomas / Ben Thomas Creative services within 30 days of invoice unless explicitly agreed otherwise in writing by Ben Thomas / Ben Thomas Creative. Ben Thomas / Ben Thomas Creative reserves the right to claim compound interest at a rate of 6 per cent per annum on the outstanding debt.
  7. During some developments Ben Thomas / Ben Thomas Creative may provide any service by means of third parties at its sole discretion. The Client accepts unconditionally that Ben Thomas / Ben Thomas Creative is not liable for any loss or damage incurred by the Client including but not limited to loss of profit or search engine ranking.
  8. Ben Thomas / Ben Thomas Creative may appoint any of its employees to work on any project. It may also appoint people working on contract basis for Ben Thomas / Ben Thomas Creative to work on any project
  9. Ben Thomas / Ben Thomas Creative will take all reasonable care in it undertaking of work for a Client to ensure that it is freed from errors. The Client warrants the understanding and acceptance that, as it is not possible to guarantee freedom from errors.
  10. Ben Thomas / Ben Thomas Creative will take reasonable care to ensure its assessments, audits and recommendations to a Client are soundly based and aimed at completing the agreed tasks to a professional standard. Where the Client undertakes actions following recommendations from Ben Thomas / Ben Thomas Creative the Client accepts that responsibility for any subsequent outcomes from this, remains with the Client.
  11. The Client may agree additional work at any stage with Ben Thomas / Ben Thomas Creative. This may be subject to additional fees which may not be the same as fees for the same services previously rendered to the Client. The terms and conditions as outlined here will apply to the additional work unless explicitly varied by agreement between the two parties.
  12. Where Ben Thomas / Ben Thomas Creative offers links either via email or on Ben Thomas / Ben Thomas Creative websites to other sites, Ben Thomas / Ben Thomas Creative does not accept any responsibility for the content of those sites, the owners of which do not necessarily have any link, commercial or otherwise, with Ben Thomas / Ben Thomas Creative. Ben Thomas / Ben Thomas Creative also do not take responsibility for the links from its Clients websites.
  13. Ben Thomas / Ben Thomas Creative utilises outside contracts for the hosting of all of the websites it creates. Ben Thomas / Ben Thomas Creative is not responsible for this hosting though every care has been taken in its selections. If the outside contractor suspends the hosting or other internet services for the purpose of maintenance, improvement or repair or if there is any failure of or fault in the provision of the internet services for any reason not in the immediate, direct control of Ben Thomas / Ben Thomas Creative or its agents, Ben Thomas / Ben Thomas Creative will not be liable for any loss or damage incurred by the Client, whether direct or indirect (including, without limitation, loss of profit) and whether arising in contract, tort or otherwise.
  14. Ben Thomas / Ben Thomas Creative’s liability for any damages (including, without limitation, damages for loss of profits) arising in contract, tort or otherwise, resulting in any way from this agreement shall be limited, in aggregate over the entire period of the agreement, to the total amount paid by the Client to Ben Thomas / Ben Thomas Creative for service(s) rendered under the contract at the time.
  15. Nothing in these terms and conditions is to be interpreted as an attempt to limit or exclude Ben Thomas / Ben Thomas Creative’s legal liability for any personal injury resulting from Ben Thomas / Ben Thomas Creative’s negligence or to affect the Client’s statutory rights.
  16. The Client agrees to indemnify Ben Thomas / Ben Thomas Creative and will keep Ben Thomas / Ben Thomas Creative fully indemnified against all loss, damage, costs, claims and expenses arising in any way from any service or product offered or provided to, via or concerning the Client’s web site and any breach of the terms and conditions set out in this document or associated documents.
  17. Should the client wish to terminate services with Ben Thomas / Ben Thomas Creative a $100 transfer fee is applied for the transfer of the domain and / or files. Ben Thomas / Ben Thomas Creative maintains the right to withold any custom coding or files which may be the  intellectual copyright of Ben Thomas / Ben Thomas Creative and further negotiations can be entered to transfer such files. Files from suspended accounts cannot be transferred until the account is in credit.
  18. Each provision in this agreement limiting or excluding liability operates separately and the invalidity or unenforceability of any provision will not affect the validity or enforceability of any other provision.
  19. Ben Thomas / Ben Thomas Creative reserve the right to alter these Terms and Conditions from time to time. By continuing to accept services from Ben Thomas / Ben Thomas Creative after being notified by e-mail or otherwise of the altered Terms and Conditions the Client will be deemed to be bound by the altered Terms and Conditions. A copy of these terms and conditions will be available on the Ben Thomas / Ben Thomas Creative website www.benthomascreative.com/terms.html at all times or at the request of the Client.
  20. All amendments to this agreement, as well as any other assurances or arrangements, must be made in writing. Any agreement made on behalf of Ben Thomas / Ben Thomas Creative by its representatives or agents shall only be binding if agreed in writing by Ben Thomas / Ben Thomas Creative.
  21. Ben Thomas / Ben Thomas Creative is not responsible for any loss or damage to the Client’s website caused by the installation of third party plugins, themes or software.
  22. Unless otherwise mutually agreed, any quote provided by Ben Thomas / Ben Thomas Creative will be valid for a maximum of 3 months.
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    3. Design, Creation and Maintenance of a Website for the Client:

    The Client commissions Ben Thomas / Ben Thomas Creative to design and create a website to meet the agreed business needs of the Client and to submit the design and completed website for the Client’s approval.

    1. The website design fee or any outstanding part of it will be due in full on completion of the website or agreed stages. The Client undertakes to pay Ben Thomas / Ben Thomas Creative the agreed design fee promptly on approval of the completed website or agreed staged development and on the submission of the associated invoice. The Client agrees not to unreasonably withhold approval of the design, stage development or completed website.
    2. The design of the particular website will be the property of the Client upon completion of the contract. However, this will in no way prevent Ben Thomas / Ben Thomas Creative from using any aspect of the site design or coding for other Clients. The Client may adopt aspects of the design in other media including print with the permission of Ben Thomas / Ben Thomas Creative which will not be unreasonably withheld.
    3. The Client understands that Ben Thomas / Ben Thomas Creative may use the published website as a reference site only for future potential Clients of Ben Thomas / Ben Thomas Creative and will not unreasonably withhold permission for this.
    4. The Client is not restricted to engaging Ben Thomas / Ben Thomas Creative to undertake site maintenance and amendment. This may be undertaken by the Client or a third party engaged by the Client

     

    4. Hosting (if applicable)


    1. If applicable, the Client agrees to pay the agreed fees promptly annually in advance by cheque, cash or paypal as agreed mutually between the two parties.
    2. Ben Thomas / Ben Thomas Creative quoted hosting fees apply to the initial 12-month period. Where it becomes necessary to increase these in subsequent years, Ben Thomas / Ben Thomas Creative will provide at least one months notice of any proposed increase.
    3. The Client agrees to take adequate measures to ensure their website or any system operated or provided by Ben Thomas / Ben Thomas Creative is not used for transmission of computer viruses, any material that is obscene, defamatory, abusive, indecent, or illegal, nor used in a manner creating a violation or infringement of the rights of any person, firm, company or other entity.
    4. Ben Thomas / Ben Thomas Creative reserves the right to suspend the hosting and / or other services at its absolute discretion for the purpose of maintenance, improvement, repair or prevention of problems.
    5. If Ben Thomas / Ben Thomas Creative provides the Client with e-mail facilities, web hosting or other services which involve the provision of computer storage space, Ben Thomas / Ben Thomas Creative reserves the right to impose limits on the storage space and bandwidth provided. Such limits may be by reference to the physical amount of space made available, the number of e-mail messages held, the size of any attachments sent or any other method Ben Thomas / Ben Thomas Creative may specify. Ben Thomas / Ben Thomas Creative reserves the right to vary these limits from time to time and will keep the Client informed by e-mail. Ben Thomas / Ben Thomas Creative reserves the right to refuse to accept material and/or to delete material which exceeds the relevant limit.
    6.  

       

      I have read this Agreement, would like to hire Ben Thomas / Ben Thomas Creative for my project and agree to the terms and conditions.


      Name: _________________________________________________________________________

      Signature: ______________________________________________________________________


      Date: _____________________________

       

      Email Address: __________________________________________________________________

      Phone Number: _______________________________________________