Web Design and Development Terms
Terms and Conditions for our Design and Development Services
These Terms and Conditions set out the basis under which we do business and are designed to offer both parties protection in the unlikely event of a dispute. Clients should note that, by instructing Ninja by Design to act for them, they accept these Terms and Conditions in full and without variation
1. Definition of Terms
- Ninja by Design
Ninja by Design, aforesaid.
- The Client
The entity which enters into a contract with Ninja by Design.
- Content Management System
Software for facilitating the maintenance of content, but not design, on a web site.
Software used to manage information in an organised fashion. Ninja by Designoften uses the MySQL relational database management system for storing and retrieving the content of the Website.
- Domain Name
a case-insensitive string of letters, numbers, and hyphens that is used to define the location of a Host. All such names must be registered with the appropriate naming authority, which will usually charge a fee.
Time when the website is not accessible via the Internet. This may be because of a technical failure of the Host or because work is being carried out on the site.
File Transfer Protocol, a client-server protocol for transferring files.
- Hosting Provider
a company or organisation which provides, usually for a fee, infrastructure for making information accessible via the worldwide web. This involves the use of a web server (including web server software such as Apache), and may involve one or more related technologies, such as FTP, PHP, MySQL, and operating system software such as Linux or Unix.
Hypertext Mark-up Language, a standard language with which all web pages are built.
- Link, Hyperlink
a ‘clickable’ link embedded on a web page, which may take the form of a graphic or text.
- Search Engine
a website which contains a directory of websites on the Internet enabling users to find websites by subject matter classification.
a program which interacts directly with an operating system such as MS-DOS, Unix/Linux, and Mac OS X.
- Web Server
a computer containing software for, and connected to infrastructure for, hosting, or serving, web sites written in HTML.
A collection of web pages and associated code which forms an integrated presence.
- The Work
The subject matter of the contract between the Client and Ninja by Design.
2. Estimates and Charges
2.1 Estimates and Quotations
Estimates and quotations are based on information supplied by the Client, the anticipated size and complexity of the work and current design and production costs. Unless otherwise agreed in advance, our charges are subject to reasonable variation to reflect changes in any of these factors.
As per Clause 4.5 Payment of Fees, The Work is accepted on the basis of a non-refundable, advance payment (usually representing 40% of the value of the estimate or a fixed down payment) being received before commencement. Any remaining balance shall become due as per Clause 4.5 Payment of Fees, subject to the terms of Clause 4.3 Approval of Work and Clause 4.4 Rejected Work hereof. Ninja by Design reserves the right not to begin The Work until the said deposit has been paid in full.
2.3 Preliminary, Experimental and Additional Work
All preliminary, experimental or additional work carried out by agreement or at the Client’s express request will be charged for at the usual rate for the job according to our current pricing.
2.4 Content Changes after Completion
Content for the Website should be given to us as soon as possible, preferably during the design phase, so the designer can accommodate the copy into the Website. Clients should note that the amount of time spent on the development phase is the same as for the design phase. If the website is developed with a Content Management System, the development time spent on it is the same as with other phases. Once development is complete and content is given, any later change of content will incur an extra charge, calculated on an hourly basis.
2.5 Typing Charges
Typing charges will be incurred for any copy not supplied on disc or in electronic format (such as e-mail).
3.1 Third Parties
Ninja by Design can take no responsibility for services provided by third parties through us or otherwise, including the Hosting of the Client’s Website, although Ninja by Design will endeavour to ensure that Website downtime is kept to a minimum. To minimise any security risk to Ninja by Design and its hosting clients, only sites that have been developed by Ninja by Design will be hosted by Ninja by Design.
3.2 Maintenance and Correction of Errors
Ninja by Design takes no responsibility for the functionality or maintenance (unless a maintenance contract is in place) of the Website after The Work has been completed. Errors (both technical and typographical) attributable to Ninja by Design will be corrected free of charge, but Ninja by Design reserves the right to charge a reasonable fee for correction of errors for which Ninja by Design is not responsible, including, but not limited to, malicious modification of the Website by a third party and typographical errors contained in materials provided to Ninja by Design by the Client.
3.3 Extent of Work
Installation on the Internet is limited to the uploading of all necessary files to the Host, and testing of functionality. No registration of the Website with Search Engines will be undertaken unless otherwise agreed with the Client.
3.4 Consequential Loss
Under no circumstances will Ninja by Design be responsible or liable for financial or other loss or damage caused by the failure or use or misuse of its software. The Client should ensure that data on its site is regularly backed up and that a contingency plan is in place to minimise possible losses as a result of software failure.
3.5 Status and Duration of Offers
Proposals and offers are valid for a period of one month from the date issued. Ninja by Design is not bound to honour offers that have expired. Offers are not legally binding until an acceptable timetable for the work has been agreed by both parties. This timetable must be agreed within the month that the offer is valid. If an acceptable timetable has not been approved by both parties within one month of the offer being made, the offer is deemed to have expired.
3.6 Search Engine Listings
Ninja by Design does not guarantee listings on Search Engines and the Client accepts that it is Search Engines and not Ninja by Design who determine whom they list and whom they will not. The Client further understands there is no guaranteed placement or rank on the Search Engines and that a new website may never even appear on Search Engines at all. Ninja by Design does not control Search Engines’ algorithms and huge shifts can appear daily, weekly and even hourly.
3.7 Appearance of Completed Website
The initial design work is an idea of what the completed Website will look like. However, Clients should bear in mind that Hypertext Mark-up Language (HTML) has its limitations and, despite our best efforts, its final appearance cannot be guaranteed to be identical to its appearance at the design stage.
3.8 Web Browser Compatibility
3.9 Cross-Browser Testing
Every site we build is thoroughly tested in the latest general release version of the following browsers: Internet Explorer, Firefox, Opera, Google Chrome, and Safari. However, Clients should understand that, despite our best efforts, the appearance of a particular Website across these browsers might not always be identical.
4. Payment & Delivery
4.1 Completion of Work
Ninja by Design warrants completing The Work in accordance with its Standard Terms and Conditions to the specifications previously agreed with the Client. Ninja by Design will not charge more than the amount previously agreed unless the Client has varied the specifications of The Work since the agreement. Ninja by Design will not undertake changes to the specifications of The Work, which would increase the cost, without prior written authorisation from the Client.
4.2 Supply of Materials
The Client is to supply all materials and information required for Ninja by Design to complete The Work in accordance with the agreed specification. Such materials may include, but are not limited to, photographs, written-copy, logos and other printed materials. Where the Client’s failure to supply such materials leads to a delay in completion of the work, Ninja by Design has the right to extend previously agreed deadlines for the completion of The Work by a reasonable amount. Where the Client’s failure to supply materials prevents progress on The Work for more than 21 days, Ninja by Design has the right to invoice the Client for any part or parts of The Work already completed.
4.3 Approval of Work
On completion of The Work, the Client will be notified and have the opportunity to review it. The Client should notify Ninja by Design, in writing, of any unsatisfactory points within 7 days of receipt of such notification. Any of The Work, which has not been reported in writing to Ninja by Design as unsatisfactory within the 7-day review period, will be deemed to have been approved. Once approved, or deemed approved, work cannot subsequently be rejected, and the contract will be deemed to have been completed. The Contract will remain in effect until all obligations have been completed in terms of this Clause.
4.4 Rejected Work
If the Client rejects The Work within the 7-day review period, or will not approve subsequent Work performed by Ninja by Design to remedy any points reported by the Client as unsatisfactory, and Ninja by Design considers that the Client is unreasonable in its repeated rejection of The Work, the contract will be deemed to have expired and Ninja by Design can take any legal measures to recover both payment for the completed Work and reasonable expenses incurred in recovering payment.
4.5 Payment of Fees
As per Clause 2.2 Deposit hereof, The Work is accepted on the following basis:
- A non-refundable, advance payment (usually representing 40% of the value of the estimate or a fixed down payment) is received before commencement of The Work (unless otherwise agreed in advance).
- A payment (usually representing 20% of the value of the estimate) is requested upon approval of the design work.
- A payment (usually representing 30% of the value of the estimate) is requested upon completion of development work.
- The final payment (usually representing 10% of the value of the estimate) is requested before the website will be transferred to a live environment.
- For web design work, any outstanding balance over and above the estimate must be received or a payment plan agreed before site files are released or uploaded to the Client’s web hosting space.
4.6 Graphic Design Work
For graphic design work, we only accept 50% initial payments and the outstanding balance must be received before the artwork is sent to print or sent to the client on a CD.
Clients should note that Web Design work may be delivered as files on disc for the Client to upload and/or as Web pages uploaded to the Client’s Web hosting space, as agreed in advance. Graphic design work may be delivered as files on disk or by e-mail.
If work is delayed, awaiting action by the Client, for a period exceeding 30 days, payment to cover work already carried out will become due immediately. Clients on maintenance or marketing agreements are expected to pay a fixed fee agreed in advance by standing order until the contract is cancelled.
4.9 Loss through Non-Payment
Ninja by Design is not responsible for loss of data or business incurred by the Client through non-payment of services.
4.10 Project Completion
The Project is deemed complete once the Client has indicated approval of the Website, its content management system (CMS) and functionality, or has not communicated to Ninja by Design any errors or omissions in its functionality within the 7-day review period. Upon completion, all outstanding monies from the Client fall due for payment and Ninja by Design will invoice the Client for the remaining balance in accordance with Clause 4.5 Deposit hereof, which, in the absence of agreement to the contrary, is to be paid by the Client within 7 days of the date that the invoice was issued.
4.11 Remedies for Overdue Payment
If payment has not been received by the due date, Ninja by Design has the right to suspend ongoing work for the Client, until such time that full payment of the outstanding balance has been received. If full payment has still not been received 7 days after the due date, Ninja by Design has the right to replace, modify or remove the Website and revoke the Client’s licence of The Work until full payment has been received. By revoking the Client’s licence of The Work or removing the web site from the Internet, Ninja by Design does not remove the Client’s obligation to pay any outstanding monies owing.
4.12 Remedies for Non Payment
In the event where the account overdue by 30 days or more it will be referred to a debt collection agency and/or law firm:
“We reserve the right to claim interest, compensation and reasonable costs under the Late Payment of Commercial Debts (Interest) Act 1998 and it is agreed that the term implied by that Act shall apply after any judgment as well as before. Any reference to the Late Payment of Commercial Debts (Interest) Act 1998 is also a reference to any amendment, modification or re-enactment of it. If for any reason the Late Payment of Commercial Debts (Interest) Act 1998 does not apply interest shall be payable on overdue amounts at 8% over the Bank of England Base Rate from time to time.”
“Without prejudice to our right to claim costs under the Late Payment of Commercial Debts (Interest) Act 1998, if for any reason any payment is not made when due we reserve the right to be paid on an indemnity basis any costs we incur in recovering any money due under this contract (and the costs of recovering such costs) including our administrative costs and any costs incurred with lawyers or debt collection agencies. Our administrative costs may include the cost of employing the staff concerned and the overheads attributable to them for the time spent. In calculating our administrative costs credit will be given for any compensation due under the Late Payment of Commercial Debts (Interest) Act 1998.”
5. Intellectual Property
5.1 Offers and Proposals
Offers and proposals made by Ninja by Design to potential clients should be treated as trade secrets and remain the property of Ninja by Design. Such offers and proposals or the information contained within them must not be passed to third parties or publicly disseminated without prior written authorisation from Ninja by Design. This includes, but is not limited to, technical features, functionality, aspects of the design and pricing information.
5.2 Warranty by Client as to Ownership of Intellectual Property Rights
The Client will obtain all the necessary permissions and authorities in respect of the use of all copy, graphic images, registered company logos, names and trademarks or any other material it supplies to Ninja by Design for inclusion on the Website. The conclusion of a contract between Ninja by Design and the Client shall be regarded as a guarantee by the Client to Ninja by Design that all such permissions and authorities have been obtained and that the inclusion of such material on the Website would not constitute a criminal offence or civil delict. By agreeing to these terms and conditions, the Client removes the legal responsibility of Ninja by Design and indemnifies the same from any claims or legal actions however related to the content of the Client’s site.
5.3 Domain Name
Any Domain Name obtained will belong to the Client. The Client agrees to indemnify Ninja by Design, including any incidental costs, against any claims that a Domain Name applied for, or obtained, violates the intellectual property rights of a third party. The Client warrants that the domain name sought is not a trademark of a third party.
Once Ninja by Design has received full payment of all outstanding invoices and The Work has been approved by the Client in accordance with Clause 4.3 Approval of Work hereof, the Client will be granted a licence to use the Website and its contents.
5.5 Trade Secrets
Any code that is not freely accessible to third parties and not in the public domain, and to which Ninja by Design or their suppliers owns the copyright, may not be copied, published, distributed or passed to any third parties in any form without prior written consent from Ninja by Design . Unless previously agreed otherwise in writing, no modifications may be made by the Client or any third party to code to which Ninja by Design or their suppliers owns the copyright. Ninja by Design acknowledges the intellectual property rights of the Client. Information passed in written form to Ninja by Design, and that the Client has indicated is confidential or a trade secret, will not be published or made available in any other way to third parties without the prior written consent of the Client.
6. Rights and Responsibilities
6.1 Right to Terminate
Ninja by Design reserves the right to refuse or break a contract without prior notice, if it is believed that the Client, their Website, or any material is illegal, immoral or otherwise unacceptable.
6.2 Events beyond the Control of Ninja by Design
Ninja by Design will not be liable for breach of contract where that breach was due to software, hardware or electrical failure, natural events such as fire or other events beyond the control of Ninja by Design.
6.3 Supply and Pricing of Services
Ninja by Design reserves the right to use whoever it feels appropriate at the time for third party software and services, and to alter its prices as necessary without prior notice and without affecting existing contractual pricing agreements.
7.1 Limit of Liability
The limit of liability will be restricted to the cost of the services provided by Ninja by Design and no liability will be accepted for consequential losses of any kind. This includes, for Internet-related services, loss of trade owing to temporary malfunction.
7.2 Loss of Income
Goods shall be delivered as soon as they are ready and whilst every effort is made to ensure that the Company meets its pre-arranged delivery dates, there are no guarantees as to those dates. Therefore, Ninja by Design can accept no responsibility for any costs or losses of income sustained by the Client due to production delays, howsoever caused.
7.3 Production Delays
If The Client delays the working process by not responding or not delivering the content on time, this will subsequently affect the deadline, and Ninja by Design will not take responsibility for any such delays so occasioned. Furthermore, no liability will be accepted for delays or failure to complete work owing to acts or omissions of third parties, force majeure and other circumstances beyond the control of Ninja by Design. Due to the costs involved because of Client delays, Ninja by Design reserves the right to charge a project management fee not less than £100 per week of delay.
7.4 Accuracy of Design
For Web Design work, owing to the inherent limitations in Internet technologies, Ninja by Design cannot guarantee accuracy in colour reproduction, page formatting or the universal availability of website design functions.
7.5 E Commerce Website Testing
If a site is set up for ecommerce, we need at least a week for testing with the payment process in place (Worldpay, PayPal, SagePay, Stripe etc.).
7.6 Lost Electronic Transactions
During an online payment process, we can try to predict what a user may do, but Ninja by Design can take no responsibility for lost transactions due to actions we cannot control, such as a user closing their browser before being redirected to a confirmation page, or through malicious use.
7.7 Registration and Management of External Services
Ninja by Design is not responsible for registration or management of any external services, such as PayPal, Worldpay, other hosting companies, or domain name registrars.
7.8 Selection of Electronic Payment Gateway
If a Client chooses PayPal, Worldpay or any other electronic payment gateway, it is their responsibility to learn how that process works. Ninja by Design can only recommend services with which we have worked and have experience.
7.9 Search Engine Optimisation
Despite our best efforts SEO (Search Engine Optimisation) does not guarantee improvement in ranking. We follow guidelines proposed by the most popular search engines (Google, Bing etc.). As improvement usually happens gradually over a long period of time, we recommend that the optimisation campaign should be carried out over at least 6 months.
7.10 Content Management System Security Updates
Clients should note that the purchase of a content management system (CMS) does not include future upgrades to the system. This is only available through a maintenance contract, which can be made available at an additional monthly/yearly charge.
7.11 Retention of Design
Once the Website has been completed, all files will be uploaded onto the server. We will keep a copy of the design at our discretion for up to two years. The Client has the right to ask for those files at any point in time.
7.12 Third Party Interference
In case of third party interference with the files uploaded on the hosting server (for example hacker attacks or other companies commissioned by the client to maintain or update the files), Ninja by Design takes no responsibility whatsoever for the site going down or not working properly. To rectify any problems caused by these interferences, we reserve the right to charge at our hourly rate.
8. Content provided by Clients
8.1 Low Resolution Images
Ninja by Design reserves the right to decline the use of low resolution or poor quality images. In the interests of maintaining quality and performance on the Web, original high resolution images supplied on disc by the Client are preferred instead of already optimised and resized images.
8.2 Preparation of Artwork
The Client may give exact and detailed instructions for copy and layout submitted in clear printing or type, or, in the case of layout, explicit draft format, but it must be understood that we will prepare artwork for the Client’s order in accordance with our professional judgment. We cannot be held responsible for errors arising from ambiguities.
8.3 Correction of Typographical and Grammatical Errors
Ninja by Design reserves the right to make spelling and grammatical corrections prior to proofing and approval by the Client.
8.4 Infringement of Copyright and Trademark
The Client must ensure that all materials submitted are legal and suitable for publication. This includes careful attention to avoid copyright and trademark infringements.
8.5 Suitability of Material for Publication
Ninja by Design will refuse to work with any materials that are, or may be considered to be, illegal, obscene, libellous, inappropriate or otherwise unsuitable for publication.
8.6 Claims and Costs incurred
Notwithstanding the above, the Client agrees to indemnify Ninja by Design against any claims and costs incurred as a result of publishing content for the Client that is, or may be considered to be, illegal, obscene, libellous, inappropriate or otherwise unsuitable for publication or which constitutes, or may be considered to constitute, an infringement of rights.
9. Materials provided by Clients
9.1 Materials in Transit
All materials submitted will be at the Client’s risk, both when in transit and while held by Ninja by Design. Clients are advised to insure their materials against any loss or damage as appropriate.
10.1 Delivery of Artwork
Should artwork be supplied, every care and consideration is taken while the goods are entrusted to Ninja by Design , though no responsibility can be accepted by the Company for any damage or loss occasioned to such goods, howsoever caused. Accepted artwork/photographs will be taken as production-ready and will not be altered in any way except on the Client’s written instructions and in that event, no responsibility will be accepted for any errors in them not being corrected by the Client.
11.1 Cancellation Charges
Any confirmed order subsequently cancelled for any reason by the Client will be charged at a minimum of 10% of the total quoted cost. Where the Client cancels any order after receiving a proof a charge will be made for the cost of the proof and work involved up to that point. In the event that the Client cancels any order after production has already started, a charge of 50% of the total cost will be charged and, if cancellation takes place once the design is in a staging environment, a charge of 100% of the total cost is due. None of these charges is refundable.
12.1 Refusal of Order
Ninja by Design shall be entitled to refuse any order which they feel they cannot complete for whatever reason.
13.1 Complaints and Claims
Complaints or claims regarding invoices or quality of work will not be entertained unless lodged by the Client within seven days of the receipt of goods.
14.1 Client Insolvency
In the event that the Client is unable to settle business debts, for whatever reason, Ninja by Design reserves the right to cease work on behalf of the Client and charge for work already carried out with immediate effect.
15. Inclusion of Client Work in Ninja by Design Portfolio
15.1 Use of Client Work in Portfolio
Ninja by Design reserves the right to reproduce copies of the Client’s completed work in its portfolio for the purposes of advertising and promotion, unless otherwise agreed in writing.
16. Design Credit and Link to Ninja by Design Website
16.1 Design Credit
A design credit will be included on all pages of web sites that we design. Each credit will be hyperlinked to the Ninja by Design website.
16.2 Design Credit Removal
Design credit can be removed from all pages at a cost of 75% of the total amount payable for the web design work.
17. Revisions to our Terms and Conditions
17.1 Revision to Terms and Conditions
We reserve the right to alter our Terms and Conditions at any time without prior notice and Clients should confirm our current Terms and Conditions before placing an order.
18. Complaints Procedure
If for any reason a Client should feel that the service provided by Ninja by Design has not met their expectations, they should write with full details of their complaint to Ninja by Design, 35 Saunders Road, Sheffield, South Yorkshire S2 5EQ, who will undertake to deal with their complaint quickly and fairly.
In the event that this does not satisfactorily resolve the matter, the Client will be referred to an Independent Arbitrator who shall be appointed under the Terms of the Arbitration Act 1996 and whose decision shall be final.
Any dispute arising under these Terms & Conditions and any other terms of contract between Ninja by Design and the Client shall be governed by and construed in accordance with the laws of England and each of the parties hereto submit themselves to the jurisdiction of the English Courts. This Agreement shall be governed by the laws of England and Wales, which shall claim venue and jurisdiction for any legal action or claim arising from the contract between Ninja by Design and the Client. The said Contract is void where prohibited by law.
19.2 Survival of Contract
Where one or more terms of the said contract are held to be void or unenforceable for whatever reason, any other terms of the Contract not so held will remain valid and enforceable at law.
Standard Terms and Conditions v. 2.1, 19th December 2016