1. Project

   1. On being approached on a Project PW-design will create an individual offer laying out the project specifications, a detailed list of Works to be carried out or created, the Fee and the time frame for the Project. By confirming the offer by email and paying a deposit of 25% of the fee the Client accepts the offer which then becomes a binding contract between all Parties for the Project.
   2. The deposit is non-refundable as soon as PW-design has begun work on a Project if the Client should wish to cancel the Project.
   3. Should a Client wish to cancel the Project before completion PW-design will charge for all work carried out so far to be paid by the Client.
   4. The Project will be carried out as described in the project specifications in the offer. All amendments need to be agreed on by all Parties in writing. Amendments to the project specifications can result in a higher fee or longer delivery times about which PW-design will inform the Client before the amendment is agreed.
   5. PW-design will inform the Client about all requirements for fulfilling the Project.

2. Completion and Delivery

   1. On completion of the work on a Project the remaining Fee shall be paid by the Client within 30 days.
   2. Once the final payment has been received by PW-design the Work will be delivered.
   3. Websites are delivered by uploading all required files to the Client's fileserver or hosting service and switching the page "live". Other design work is delivered either by email or by download through the Client in the appropriate and agreed file formats. Other forms of delivery can be agreed on in writing.
   4. The Client will review the delivered Work for completeness, accuracy (including but not limited to spelling and grammar), functionality and compliance to the project specifications within a period of 10 working days. The Client shall inform PW-design in writing about the completion of this review.
   5. Within this period the Client shall raise all concerns about deviations of the completed Work from the agreed project specifications, material faults or accuracy. No other changes to the Work shall fall under the scope of the Project at this point.
   6. If the Client does not raise any legitimate concerns within those 10 working days or if they start using the Work for non-testing purposes the Project will be treated as successfully completed and terminated.
   7. Upon completion of the testing period or on receipt of the Client's written acceptance, PW-design will have no further obligation to work on the Project or any related Works. Should the Client request PW-design to do further work on any of the Project-related Works, PW-design reserves the right to charge additional fees and set new timeframes for completion. This includes all maintenance and support work.

3. Supply of Material and Feedback

   1. The Client agrees to provide all necessary "Material" such as content, images, data, files and documents, trademarks, trade names, logos, branding and any other required information for the Project to PW-design.
   2. The Client acknowledges and accepts the responsibility that timely and complete delivery of said Material is necessary to enable PW-design to deliver the Project on time.
   3. PW-design is not responsible and will not be held liable for delays in completing the project or additional costs resulting from the Client delaying the supply of Material or supplying incomplete Material.
   4. Points 3.1 through 3.3 also apply to all feedback requested from the Client.
   5. The Client guarantees they hold the copyright or a usage licence for all supplied Material and grants PW-design the right to use the Material for the purpose of the fulfilling its obligations of the Project.

4. Fees and Payment

   1. PW-design requests a deposit of 25% of the total fee to be paid before work on the Project will begin. The deposit can be waivered by written confirmation.
   2. The Client will pay the Fee agreed in the offer in full on completion and before delivery of the Project. Where a deposit has been paid, only the remaining Fee has to be paid on completion.
   3. All Fees are exclusive VAT. VAT will be added to the Fee at the then current rate where applicable.
   4. On failure of the Client to pay the Fee on time, PW-design may claim interest at its discretion on any unpaid Fee under the Late Payment of Commercial Debts (Interest) Act 1998, suspend delivery of the Project until the Fee has been settled, undertake appropriate measures to prevent the Client from using already delivered work such as disabling the website until the fee has been settled and/or terminate the Project without final delivery which could include deleting the website from the Client's host.

5. Intellectual Property Rights

   1. Building on clause 3.5 the Client will grant PW-design a non-exclusive, royalty-free and revocable right to use the Client's Content including trademarks for the purpose of full-filling its obligations under the Project.
   2. On Completion of the Project PW-design will grant the Client usage rights to all Works under the terms laid out in the offer.
   3. PW-design may reuse the code and software created for the Client's website in part or in whole on an irrevocable and royalty-free basis. This does not include any of the Client's Content.
   4. The Client will not re-produce, alter, modify any part of the provided software or code or undertake to alter or modify in part or in whole the design of the Work. The Client will not sub-licence or grant usage rights to the software or code or design to third parties without prior written consent from PW-design.

6. Confidentiality

   1. All communication and documents will be treated as confidential between PW-design and the Client and will not be shared with any third party unless both parties have granted written consent or so required by law.
   2. For the purpose of maintenance and support PW-design will keep on record a password and access to the CMS and/or the Client's hosting services. This can be revoked at any time by the Client. PW-design will not attempt to retrieve any passwords changed by the Client unless explicitly asked to do so by the Client. The password will not be shared with any third party unless so required by law.
   3. The Client accepts PW-design's Privacy Policy published on www.pw-design.com.

7. Limitation of Liability

   1. Notwithstanding but limited to the requirements set out by applicable law neither Party shall be made liable by the other for any harm, injury, or losses (of financial or other nature) that follow out of the Project or any connection to the Project.
   2. The Client shall indemnify PW-design against any and all third part claims of infringement of intellectual property or of damages, harm, injuries, solicitor fees or losses of any kind in relation to the Project, the project specification, the delivered Work or any Material or Content provided by the Client or published on the website at a later time.
   3. The aggregate liability of PW-design towards the Client shall not exceed the total of Fees paid.
   4. Both parties accept to not be hold liable for any delays or failure to perform any obligations resulting from this Agreement caused by any circumstances that are outside of their reasonable control.

8. Jurisdiction

   1. These terms and conditions are governed by English law and all Parties agree to any and all disputes being subject to the exclusive jurisdiction of the English Courts.

Last updated 7 May 2018.