Celestial Tech Web Design & Development Agreement

Terms of Agreement

  1. Authorization

By signing the proposal provided by Rocket Domains Limited (“Celestial Tech”) client is engaging Celestial Tech located at 90 John Bright St, Birmingham B1 1BN as an independent contractor for the specific purpose of developing a website. Hereafter, the client will be known as the “Client” and Celestial Tech will be known as “We”, “Us”, or the “Developer”.

  1. Proposal

The itemized proposal provided via email will serve as the basis for this project.

  1. Base Package

We will provide 3 design prototypes incorporating the color scheme and logo provided by the client. Once a design prototype is chosen by client, we will start developing the website on the basis of that prototype.

  1. Content

Final website text content, logo and graphics will be supplied by the Client in electronic format unless otherwise specified in the Proposal

5. E-commerce

Unless indicated in the proposal, this agreement does not contemplate an eCommerce enabled website, or any transaction that may require an online shop, ordering, shopping cart, invoicing and online payments systems.

  1. Payment Terms

A 50% deposit is due at signing. The contract balance is due before website launch. All invoices rendered by us are payable within fourteen (14) days from the date of the invoice. The Client agrees to pay us in full within this time period. If the Client fails to pay any invoice by the due date for payment, then without prejudice to our rights under this Agreement, the Customer shall also pay us interest on the outstanding amount at the rate of 8% per month. A 50% deposit is collected at a minimum to cover project kickoff, project setup, staging server working space and software installation.

  1. Client Amends

The Developer prides himself in providing excellent customer service. That is the spirit of our agreement and the spirit of the Developer’s business. To that end, we encourage input from the Client during the design process. The Developer understands, however, that Clients may request significant design changes to programming that has already been built to the Client’s specification. To that end, please note that our agreement does not include a provision for “significant programming or design modifications.” Some examples of significant programming modification at the request of the Client include:

  • Developing a new table or layer structure to accommodate a substantial redesign
  • Recreating or significantly modifying the company logo graphic at the Client’s request. Logos are to be provided by client.
  • Significantly reconfiguring the Client’s shopping cart with new product, shipping or discount calculation, if an e-commerce enabled site has been ordered by the client.

Moderate changes, however, will always be covered during our development of the website. Again, we strive to accommodate the needs of each Client and we maintain a liberal redesign policy. We cannot, however, provide major redevelopment services to already completed stages of the project.

  1. Third Party or Client Page Modification

Some Clients will desire to independently edit or update their web pages or programming after completion of the site as a way to control costs and avoid the expense of a separate Maintenance Agreement. This is always an option for Clients of the Developer. Note however, that if the Client or an agent of the Client other than the Developer attempts to update the website and damages the design or impairs the ability for the web pages to display or function properly, time to repair the web pages will be assessed at our hourly rate. There is a one-hour minimum.

  1. Additional Expenses

Client agrees to reimburse the Developer for any critical Client requested expenses necessary for the completion of the project. Examples would be:

  • Purchase of specific fonts at the Client’s request, – Purchase of specific photography at the Client’s request, – Purchase of specific software at the Client’s request or based on client’s needs


  1. Copyrights and Trademarks

The Client represents to the Developer and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to the Developer for inclusion in the Client’s website are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend the Developer and its subcontractors from any claim or suit arising from the use of such elements furnished by the Client.

  1. Limited Liability

The Client agrees that any material submitted for publication will not contain anything leading to an abusive or unethical use of the Web Hosting Service, the Host Server or the Developer. Abusive and unethical materials and uses include, but are not limited to, pornography, obscenity, nudity, violations of privacy, computer viruses, harassment, any illegal activity, spamming, advocacy of an illegal activity, and any infringement of privacy. Client hereby agrees to indemnify and hold harmless the Developer from any claim resulting from the Client’s publication of material or use of those materials. It is also understood that the Developer will not publish information over the Internet which may be used by another party to harm another. The Developer will also not develop a pornography or warez website for the Client. The Developer reserves the right to determine what is and is not pornography. In any case our liability to Client is limited to 10% of the fee received from the Client.

  1. Indemnification

Client shall defend, indemnify and hold Developer, its officers, agents and employees harmless from and against any and all liability, loss, expense (including reasonable attorneys’ fees) or claims for injury or damages arising out of the performance of this Agreement but only in proportion to and to the extent such liability, loss, expense, attorneys’ fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of Client, its officers, agents or employees.

  1. Laws Affecting Electronic Commerce

The Client agrees that it is responsible for complying with the laws, taxes, and tariffs related to e-commerce, and will hold harmless, protect, and defend the Developer and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the client’s use of Internet electronic commerce. Client also understands that the Developer cannot provide legal advice.

  1. Ownership to Web Pages and Graphics

Copyright to the website design, photos, graphics, text, and any program(s) specifically purchased on behalf of the Client for completion of this project shall be vested with the Client upon final payment for the project.

  1. Design Credit

Client agrees that the Developer may put a byline within the footer element of the website establishing design and development credit. Client also agrees that the website created for the Client may be included in the Developer’s online portfolio. Client will have review and approval authority regarding the byline integration into the footer. At a minimum the byline will consist of Developer or Design Company name and a web link.

  1. Cancellation

The cancellation of the project at the request of the Client must be made in writing followed up by a confirmation of its receipt requested by the client. The Developer shall have the right to cover the development time at the Developer’s current hourly rate and expenses already invested in the project.

Payment is due within 10 days of notification of cancellation.

Work performed to determine the development time will be based upon the following percentages:

25% Staging environment and software in place

25% Providing Design Prototypes to client

25% Design elements in place and layout structure roughed in (with or without content)

25% Content provided integrated into staging site or development environment

  1. Subscription Cancellations

If you cancel your services, your cancellation takes effect on your next billing cycle. This means we won’t be able to refund you for any unused portion of your services. For example, you chose a monthly subscription of Hosting or Consulting services on July 1. On August 1, your will be charged. On August 12, you decide to cancel your subscription. No further charges will be billed, but you will not receive a refund for the period of August 13 through August 31. This subscription cancellation policy applies whether you have chosen a monthly or annual subscription plan.

  1. Entire Understanding

This agreement and the Proposal sent via email constitute the sole agreement between the Developer and the Client regarding this project. It becomes effective only when signed by both parties. It is the spirit of this agreement that this will be a mutually beneficial arrangement for the Client and the Developer. Both parties warrant that they have read and understand the terms set forth in this agreement. This agreement shall be governed and construed in accordance with the laws of England.

20. Third Party Integrations, Products and Services

During the course of provision of services under this Agreement, client will be provided some third party products and services through Developer or through the website being developed. Some of these products and services include Hosting, Updates, Maintenance, and content management system and other plugins and integrations including but not limited to Google services etc. Client agrees to abide by those terms and conditions, some of which are linked below. Client agreed to indemnify Developer and hold us harmless against any and all claims arising out of or relating to these third party products, services, and integrations.

Hosting terms: https://www.siteground.co.uk/terms.htm

No Comments | 10/11/2018

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