Website Design, Implementation and Support Services: Terms and Conditions

OVERVIEW

Unless explicitly agreed otherwise, the following fundamental terms and conditions will be considered applicable whenever we undertake a project for website design, implementation, and/or support services.

In brief

By engaging Pentagon Design Ltd, you are enlisting our services to design, implement, and/or support a website for the agreed-upon total price as discussed in our correspondence. While there are additional intricacies involved, we will address them accordingly.

What do both parties agree to do?

As our valued customer, you affirm that you possess the authority and capability to enter into this agreement either personally or on behalf of your company or organisation. You agree to provide us with all the necessary elements, such as text, images, and other information, in the specified format and promptly as per our requirements. Furthermore, you commit to reviewing our work, offering feedback, and granting approval within a reasonable timeframe. It is important to note that deadlines are mutually binding, and you will be expected to adhere to any jointly agreed-upon dates. Additionally, you agree to adhere to the payment schedule outlined at the conclusion of this contract.

With our expertise and proficiency, we possess the competence to fulfill the services you require and we will execute them professionally and promptly. Throughout the process, we will make every effort to meet the established deadlines. However, we cannot be held responsible for any delays in launching or meeting deadlines if you have been late in providing necessary materials, or if you have not approved or signed off on our work in a timely manner at any stage.

Furthermore, we assure you that any information you disclose to us will be treated with utmost confidentiality.

THE DETAIL

1. Design

Our commitment is to develop a design that encompasses the visual aesthetics, layout, and functionality of your website. This process involves creating one primary design based on any initial style guidance provided by you, combined with our expertise in best practices within this domain.

We want your complete satisfaction with the final outcome, understanding that requirements often evolve during the design phase. You will have the opportunity to request revisions to the design and we will make every effort to incorporate these changes to meet your expectations.

Please be aware that this is subject to our ‘two key rules’ which are further elaborated below.

However, it is important to note that our quoted fee in this agreement is based on our estimation of the necessary work to achieve the desired objective. Frequent changes to the requirements may result in a significant increase in the workload on our part. Therefore, if you are dissatisfied with the designs after the two stages of revisions, we reserve the right to invoice you for the full payment of all work completed up until that point. At this stage, you can choose to either terminate this contract or continue engaging us for additional design revisions at a daily rate that will be communicated to you at that time.

2. Implementation

Once we have reached a mutual agreement on the final design for your website, we proceed with the implementation phase, making the website live on the internet according to the agreed schedule and utilising the hosting arrangement we have established.

Unless explicitly specified otherwise, the date of the website going live marks the completion of this specific project. You will then receive an invoice for the agreed-upon amounts, with any previously paid deposit subtracted.

Subsequently, any further tasks, modifications, or maintenance required for your website will be subject to the support arrangement that we have mutually agreed upon.

3. Hosting

3.1 When we are providing website hosting

We will offer website hosting services through either a shared hosting platform or our Managed Cloud Servers. We assure you that these hosting facilities are designed for their intended purpose, and we make diligent efforts to ensure they deliver optimal performance and uptime as close to 100% as possible.

Nevertheless, it is important to acknowledge that no system can guarantee flawless uptime. There may be instances, whether due to scheduled maintenance or unforeseen technical issues, when your website might experience temporary unavailability or operate at a suboptimal level of performance. We always strive to schedule maintenance during periods of low traffic or on less busy days, although certain essential security updates may necessitate immediate action regardless of timing. In the event of unforeseen technical issues, we will prioritise resolving them promptly, although we do not provide specific guarantees regarding the time it takes to fix them. If you have specific requirements regarding time-to-fix, please inform us before signing this agreement so that we can assess the technical options and adjust our quotation accordingly.

3.2 When we are using a 3rd party hosting service

We will set up your website utilising the hosting services offered by the shared hosting provider agreed upon during our discussions. It’s important to note that shared hosting facilities are provided by a third party, and therefore we cannot provide any warranty regarding their performance, uptime, or service response beyond the assurances given by the third party themselves. We do not endorse or recommend any specific third-party provider.

It is essential for you to understand that the performance and reliability of shared hosting, being inherently shared with other customers, can vary. While we are always ready to offer guidance on suitable hosting solutions, we cannot assume responsibility for any failures on the part of the third-party host.

All shared hosting must offer the following minimum requirements:

It must be based on a Linux operating system
It must support at least one MySQL database within your chosen hosting package;
It must support the PHP scripting language (in the most current stable version)
We will require access to your hosting control panel for configuration purposes.

It is important to understand that achieving 100% uptime is not possible for any system, and there may be instances when your website experiences unavailability or operates below optimal performance. Such occurrences can arise from planned maintenance or unforeseen technical issues. Rest assured, we will make every effort within our control to minimise the impact and duration of any scheduled or unscheduled downtime. However, we cannot provide specific guarantees regarding the time it takes to resolve these issues.

If you have specific requirements concerning time-to-fix, kindly inform us before signing this agreement. This will allow us to consider the technical options available and adjust our quotation accordingly.

3.3 Third party access to hosting servers

While providing web hosting services, we have a policy of not granting website administrator-level access to any third parties, including SEO or marketing agencies. Similarly, we do not provide access via FTP, SSH, or similar means to the webserver, database server, or any other component of the infrastructure. This measure is implemented to safeguard the security and integrity of both your website and our hosting environment.

If you have a specific need for third-party access, we are more than willing to offer a quotation for dedicated hosting or recommend suitable third-party hosting options that can accommodate your requirements.

4. Domain Name Registration and Hosting Management

If we are asked to manage domain registration and/or hosting, we shall pay for the service renewals 1 month prior to expiry on an annual basis and invoice you plus an administration fee. Domain names registered by us on your behalf will be owned by you when paid for in full.

If you wish to terminate the hosting or domain registration we require at least 1 month written notice prior to expiry. There is no refund offered if the termination is requested at any point through the paid period of registration, though you can request for the domain name(s) to be re-pointed to a different host server.

If you wish to transfer the domain from an account created by us, you will be liable for any transfer costs imposed by the third parties used. We may also charge an administrative fee to complete such action.

5. Support

We firmly believe that websites require ongoing care, updates, and maintenance to ensure their security, accuracy, and relevance. To address this, we offer various levels of chargeable ongoing support, and it is entirely your decision whether and to what extent you take advantage of this support.

Depending on the support level you choose, we will provide both technical and non-technical support services to you.

Technical support entails:

Regular technical and security updates to the core components and additional extensions powering your website.
Routine backups of your entire website, encompassing content, functionality and data. These backups are stored off-site to facilitate restoration in the event of a technical issue.
Continual security scans of website traffic, employing all reasonable precautions to identify and block malicious activity.

Non-technical support:

We are always delighted to assist you with inquiries, advice, and change requests pertaining to your website.

Please note: If we are providing web hosting services to you, meaning your website is hosted on our servers, it is mandatory that you opt for at least technical support services from us. This ensures that your website remains up-to-date and secure, safeguarding not only your site but also the security of our servers. In the event that you choose to host your website on third-party servers, there is no obligation to obtain support services from us. However, it becomes your responsibility to handle updates, security, backups, and related matters.

Our ‘Two Key Rules’

While a well-planned project typically minimises significant issues, our experience has highlighted a couple of circumstances that can pose challenges. To ensure transparency, we would like to outline them here:

Repeated Changes to Requirements: We take pride in offering flexibility throughout our projects, allowing clients to feel that everything doesn’t need to be set in stone from the outset. However, the pricing we quote for a specific task is based on the estimated time required to achieve the objective. Repeated changes to requirements necessitate significant rework and can render the project economically unfeasible. We kindly request that all requirements and changes be carefully considered by you to minimise unnecessary rework. In some cases, we may request written change requests, and in extreme cases where the requirements have substantially deviated from the initial agreement, we may need to suspend the project and invoice you for the work completed up to that point.
Early Termination of the Project: Occasionally, due to reasons beyond the project’s scope, a client may choose to discontinue the project. A simple example could be a change in business requirements where the website is no longer needed. In such instances, the website may not go live at all. However, we believe it is fair that we are compensated for the work already completed up to that stage. Further information can be found in the Payment section below.

6. Testing

We will thoroughly test all our markup and CSS in the latest versions of major browsers, including Chrome, Firefox, Internet Explorer and Safari.

However, it’s important to note that we will not specifically test these templates in outdated or obsolete browsers, such as Microsoft Internet Explorer 6 or earlier versions of Windows or Mac, or previous iterations of Apple’s Safari, Mozilla Firefox, or Opera, unless explicitly requested. If you require the same or similar visual design to be displayed consistently for visitors using these older browsers, we will provide additional code and conduct testing at a mutually agreed daily rate.

Please inform us if you have specific requirements regarding older browsers, and we can discuss the necessary steps and associated costs to accommodate them.

7. Text Content

Unless specifically included in the original estimate, we do not assume responsibility for creating the final text copy. However, we are more than willing to offer assistance in this regard. In the event that substantial content creation becomes necessary, beyond the scope of the initial estimate, we reserve the right to charge an additional fee per hour for copywriting or content input services to be agreed beforehand.

8. Photographs

If the project requires the inclusion of photographs, it is your responsibility to provide us with suitable images in either digital or printed format. These images should possess adequate quality, resolution and be appropriate for the intended purpose. In the event that you decide to acquire stock photographs, we can offer recommendations for reputable stock photography vendors. However, please note that we retain the right to decline the use of any images that we deem inappropriate, offensive, or in violation of intellectual property laws.

It is important to clarify that the cost associated with sourcing any imagery for your website, whether it is deemed necessary or not, is not included in the quoted project cost.

9. Search Engine Optimisation / Website visibility

Search Engine Optimisation (SEO) is a broad term in internet marketing that encompasses various processes aimed at promoting your website and attracting visitors to it.

SEO involves a multitude of factors, including website structure, creation, offline marketing efforts, social media presence, and obtaining backlinks from other websites. It is a complex field that goes beyond the design of the website itself, which falls within our scope. It is important to note that search engine rankings are influenced by factors beyond our control.

While we are willing to provide guidance and advice, it is crucial to understand that, unless explicitly agreed upon, we do not offer SEO services as part of this agreement beyond implementing best practices in design and on-page optimisation. We would be happy to discuss the specific meaning of these terms with you.

Therefore, we cannot guarantee any specific Google rankings or provide assurances regarding search engine results in a broader sense.

LEGAL STUFF

We cannot guarantee that all functions within web page templates or a completed website will be free of errors at all times. Therefore, we cannot be held liable to you or any third party for any damages, including but not limited to lost profits, lost savings, or other incidental, consequential, or special damages arising from the operation or inability to operate the website or any other web pages, even if you have previously informed us about the potential for such damages.

If any provision of this agreement is deemed unlawful, void, or unenforceable for any reason, that provision will be considered separate from this agreement and will not affect the validity and enforceability of the remaining provisions.

COPYRIGHTS

You provide a guarantee to us that any text, graphics, photographs, designs, trademarks, or other artwork you provide for inclusion in the website either belongs to you or that you have obtained the necessary permissions to use them. Therefore, we cannot be held liable for any claims relating to the breach of intellectual property rights regarding media provided by you. You agree to indemnify us against any such claims.

Upon receiving your final payment, copyright ownership is automatically assigned as follows:

You retain ownership of the graphics and visual elements created by us for this project. We will provide you with copies of all files, and it is your responsibility to securely store them as we are not obligated to keep them or provide native source files.
You also retain ownership of the text content, photographs, and other data you have provided, unless someone else holds the ownership rights. We maintain ownership of the HTML/XHTML markup, CSS, and other code, and we grant you a license to use them solely for this project.
We love showcasing our work and sharing our expertise with others. Therefore, we reserve the right to display and link to your completed project as part of our portfolio, as well as to write about the project on websites, magazine articles, and books about web design.
Unless we have explicitly agreed otherwise with you, we also reserve the right to include a small, unobtrusive link on your website back to our own site, as a way to acknowledge our association with the project and showcase our work.

PAYMENTS

We are sure you understand how important it is as a small business that you pay the invoices that we send you promptly, and we value our ongoing relationship. Therefore, you agree to adhere to the payment schedule that we mutually agree upon to ensure a smooth process.

Here are the payment terms:

Unless otherwise agreed, invoices are due for payment within 7 days from the date of the invoice.
Ongoing support are to be paid in advance on the first day of each calendar month, unless otherwise agreed.
We shall pay for the hosting service renewals 1 month prior to expiry on an annual basis and invoice you plus an administration fee.
All deposits made are non-refundable.

In the event that you decide to terminate the project prematurely or if there is a delay in providing timely feedback and sign-off as per this agreement, we believe it is fair to receive compensation for the work we have completed up to that point. In such cases, we will invoice you for an amount up to 100% of the project cost (plus any payments already made on your behalf) to account for the work already done. We strive to be fair, but any reduction below 100% of the project cost will be at our discretion.

While we hope that the need for such measures never arises, we will take necessary actions to recover unpaid invoices, including suspending website services without prior notice and potentially pursuing legal recovery actions to ensure payment.

OTHER SMALL PRINT

Similar to a parking ticket, you are not permitted to transfer this contract to another party without obtaining our prior permission. This contract will remain valid and does not require renewal. In the event that any portion of this contract is deemed invalid or unenforceable, the remaining provisions will continue to be in effect.

Despite the straightforward language used, it is important to understand that this contract holds legal significance and falls under the exclusive jurisdiction of British courts.

Standard Technical Support Only

The monthly Technical Support plan, referred to as “Standard Technical Support” or “Standard Technical Maintenance,” encompasses the following services. Please note that Standard Technical Support is the minimum level of support required if we are providing web hosting services for your website, which means your website is technically hosted on our servers.

Regular full website and/or database updates: We will perform regular backup procedures that capture a complete snapshot of your entire website and/or its databases at specific intervals. The frequency of backups will depend on factors such as content changes, the nature of your website, and any specific agreements we establish. At a minimum, a full website backup will be conducted once a month. These backup files will be securely stored in a cloud-based storage system. In the event of technical, security, or other issues impacting your website’s functionality, these backups allow us to restore the site to its last known stable state. Please note that while backups minimise data loss, any changes made to the website since the last backup will not be restored and will need to be reapplied.
Routine updates to website software components: The core framework of your website (typically the WordPress Content Management System) undergoes regular updates that include functional improvements, bug fixes, and security enhancements. Similarly, extensions to the core software (such as themes and plugins) are routinely updated by their respective authors. As part of the technical support, we will regularly test and update these software components. Unless critical security updates require immediate action, we typically wait at least five days after an update is released before applying it. This approach maximises the chances of identifying any bugs associated with the update before implementation.
Bug fixes for existing functionality: Should any issues or bugs be identified within the original delivered functionality of your website, we will address and resolve those issues accordingly.
Ongoing security scanning and access control: We will implement a software solution that conducts routine scans of the website’s framework and content to detect any unauthorised changes to system files. It will also monitor all logins and attempted logins, applying temporary IP blocks for malicious login attempts such as invalid usernames or repeated incorrect passwords used in brute force attacks.
Uptime monitoring: We will set up an automated uptime monitoring system that periodically checks the website’s responsiveness. Any instances of detected downtime will trigger alerts for our attention. Our response to downtime incidents will depend on the specific issue and the hosting solution you have selected. If you have opted for third-party hosting, please be aware that downtime is influenced by the performance of your chosen hosting provider. While we will make every effort to assist in reporting and resolving hosting issues with third parties, we cannot assume responsibility for the performance of their systems.

Please note: If you choose to make content or other updates to the website yourself or authorise a third party to do so on your behalf, it is crucial to ensure that you or they possess the necessary skills and knowledge. Except for restoring the website to a previous backup state, this support does not cover fixing or repairing issues caused by you or a third party authorised by you.

This support package does not include any inclusive time for making changes to your website’s content. We are more than willing to accommodate such changes, but any related work will be charged at an hourly rate or a predetermined fixed fee agreed upon with you.

‘Managed Service’

The monthly “technical support + content updates” plan, also known as the “managed service,” includes the following:

Everything included in the “Technical Support Only” plan.
Updates to existing content: Upon your request, we will make changes to the current website content, such as modifying text, images (provided by you), page formatting, and more.
New content: Upon your request, we will add new content, including new pages, that align with the scope of the original website package you purchased. It’s important to note that the support agreement does not cover adding multiple extra pages to a Microsite product, but it does cover the addition of multiple extra pages for a CMS website product or other packages with greater functionality.
New functionality: Upon your request, we will incorporate new website features that fall within the scope of the original website package you purchased. For example, if you have a CMS website package, we can add a contact form or an image gallery. However, certain functionalities like e-commerce or third-party integrations, which are explicitly excluded from the CMS website product, are not covered. Each request for new functionality will be assessed by us to determine if it falls within the coverage of the Managed Service. The service should not be considered to cover the addition of every conceivable type of web functionality.

Please note: we respectfully request you to provide well-considered and thoroughly thought-out content change requests. It is essential to express your requirements with clarity and accuracy to enable us to carry out the work. We reserve the right to request that all changes be submitted in writing to minimize the need for rework caused by incomplete or inaccurate change requirements.

Important conditions:

The Managed Service includes up to 3 (three) hours of our work time per calendar month.
Work time is measured in multiples of 30 minutes as the minimum unit.
Unused time does not carry over to subsequent months.
The cut-off for each calendar month is at midday on the last working day (Monday to Friday, excluding public holidays) of that month. Any work requests received after this point will be considered part of the following month’s allocation.
Work requests will be deemed received only if they are actionable, meaning they contain sufficient detail for us to act on the request. We are not responsible for work requests that miss the monthly cut-off period due to insufficient information. In such cases, the work request will be considered part of the allowance for the following month, assuming the request is clarified within that month.
Work requests should be submitted in writing via email to support@pentagondesign.co.uk. Other communication channels may not be monitored for support purposes.

This managed service does not cover:

Work that essentially entails a complete website redesign.
Adding e-commerce functionality.
Custom code development.
Content copywriting.
Ongoing Search Engine Optimization (unless otherwise agreed in writing).
Work that is unrelated to the operation of the website.
General consultancy or IT support.

Fair usage

Please be aware that support packages containing inclusive hours, such as our Managed Service, are subject to a “fair usage” condition. This condition ensures that support can be provided on a commercially viable basis. Specifically, the following points apply:

We will make changes to your website’s content within the scope of the original package you purchased. If you have a microsite package, we will not add pages, content, or functionality that would significantly expand the website beyond the limits of the package. Similarly, more complex e-commerce functionality is not included unless you have purchased an e-commerce package. We can provide an estimate for upgrading the website in these cases.
Substantial changes that involve rewriting or redesigning the entire site are not covered.
You can cancel the managed service component of your support package at any time by providing written notice. In such cases, your support package will revert to Technical Support only and will be charged at the prevailing rate.
Once cancelled, reinstating the managed service is at our discretion. It should not be considered as a service that can be selectively activated only in months when work is required.
We expect all change requests to be well-considered, thoroughly thought-out, and clearly communicated to us. If you have multiple change requirements, we encourage you to consolidate them into a single request whenever possible for efficient management.
In the event that incorrect requirements lead to rework or redevelopment, we reserve the right to charge on an hourly basis to rectify those issues. Our goal is to minimise the need for multiple changes.
If you or a third party entrusted with maintaining your website’s content encounter issues during that process, support does not cover fixing or repairing those issues, except for restoring the entire website from the last known good backup.
We reserve the right to suspend or terminate support if we determine that the fair usage requirements are not being met.
Support will not be provided if your support payments fall into arrears. Support payments are due in advance on the first day of each month.

Administrative Access to systems

If we are providing Technical Support and/or a Managed Service for a client’s website, which entails our responsibility for the website’s operation and uptime, we are unable to grant administrative access to the client or any third party, including marketing or SEO organizations. Granting such access conflicts with our duty to maintain the integrity of the system and infrastructure.

This restriction applies to S/FTP access to the server infrastructure and unrestricted administrative access to the website CMS.

However, we are open to collaborating with you or these third parties to assist them in achieving their objectives. We are willing to provide access levels below full administrative privileges to accommodate their needs.

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