Last updated: 1st May 2022
‘Company’ – means The Two Percent Limited, a UK registered company (Registered Number 07265937), with its headquarters in London, UK.
‘Client’ – means the client, or client businesses, or agents for either the client or client business, as identified or implied by Client, or whoever is dealing with Company and in communication with Company.
‘Service’ or ‘Services’ – means the design, development, hosting, or domain registration and any supplemental services Company may provide to Client, collectively.
‘Project’ – means the design, development, consultancy or any other project outlined by Company to be undertaken for Client. This includes additions and updates and requests for work and functionality from correspondence between Company and Client.
‘Website’ – means a web property that is part of the Project outlined by Company to be undertaken for Client. This includes additions and updates and requests for work and functionality from correspondence between Company and Client.
‘Hosting’ – means the web space or web hosting or server provided by Company to Client.
‘Third Party Hosting’ – means the web space or web hosting or server provided by Client for Company to use.
‘Domain Name’ – means the name registered with a domain registrar by Company for client, or on behalf of client.
‘Maintenance’ – means maintenance to any Services, including but not limited to, security monitoring, security updates, backups and any other changes required on the website as specified below.
Client is engaging Company as an independent contractor for services relating to Project, which can include website design, website development, maintenance, domain name administration, and/or web hosting.
Quotes and Project Timelines
Project is subject to change based on the actual development, planning, and requirements of the service provided. Company makes no guarantee to Client that every deadline will be met.
Text and Content
Time required to make substantive changes to Client submitted text after the Projects elements have been constructed is billed at the hourly rate.
Company warrants that the website built will work in the latest two versions (as of the date of initial engagement) of the most used web browsers based on w3 statistics.
Company will make reasonable efforts to design a fully-functional website in all web browsers and older versions. Warranty does not apply to damages or errors resulting from out of date browsers (less than 5% worldwide usage), text-based browsers, or special effects requested by Client.
Search Engine Optimization
Company does not guarantee that Client website will rank high or low in search engines.
Company has no control over the availability of domain names and accordingly accepts no responsibility for the availability of any domain name. If any domain name is or becomes unavailable or on a request from any domain name registration authority, the Client shall take all steps to relinquish the relevant domain name or otherwise to abide by the order of such authority and Company shall be entitled to take all appropriate steps to achieve the same.
Client agrees to provide true and accurate contact details for the Domain and to update details as they may change.
Domain Names registered by Company on behalf of Client require payment to be transferred away to another domain registrar.
Any fees relating to Domain Name registration are wholly non-refundable.
Domains will auto-renew on the period they are registered on, unless Client tells Company to cancel registration. Client should notify Company 7 days before the domain is due for renewal.
We do not monitor the content of Client web properties uploaded to our Hosting. However, the Client agrees to not include in website any content that infringes the intellectual property of anyone, including but not limited to copyrighted text, copyrighted images, and trademarks.
Client agrees to use Company Hosting only for lawful purposes. Client is prohibited from any use of the Hosting that would constitute a violation of any applicable law, regulation, rule or ordinance of any nationality, state, or locality or of any international law or treaty, or that could give rise to any civil or criminal liability. Any unauthorized use of our services including but not limited to unauthorized entry into the Company systems, misuse of passwords, or misuse of any information posted on the site is strictly prohibited.
A regular backup of your website is taken. We do not promise to retain data backups.
Company agrees to provide reasonable access to any parties authorized by the Client for purposes of website audits, updates, or modifications.
Client agrees to allow for up to 12 hours per month of scheduled maintenance on any individual project services.
Any fees relating to web hosting can be pro-rata refunded for future unused months.
Third Party Hosting
The Client hereby authorizes to access their Third Party Hosting account, and authorizes the Third Party Hosting service to provide Company with full access to the webpage directory, any other directories or programs which need to be accessed for this project, and full access to the Client’s account via FTP, SSH, or WebDav.
The Client understands that any Third Party Hosting services require a separate contract with a web hosting service. The Client agrees to select a web hosting service which allows Company full access to the website. The Client understands that certain features may need to be activated and/or purchased from the web hosting service in order for the web site to function properly. Company will work with the Client to ensure the correct hosting features are installed on the hosting server. If needed, Company can also provide a list of web host providers who support the technology required for the Client’s website.
Company is not responsible or liable for security, hacking, loss of data, interruptions to service, changes to content or website when accessing a Third Party Hosting service provided by Client. It is clients responsibility to ensure backups are taken of all properties.
Maintenance (‘Standard Website Maintenance’) is an additional service offered by Company. The invoice relating to Maintenance will dictate how many hours per month are to be spent on maintenance tasks.
Company shall provide Client with maintenance for the period set on invoice from the date set on invoice.
Services considered Standard Website Maintenance are listed below. Tasks taking longer than allocated maintenance time per month, or tasks not list below, are subject to be charged at a regular hourly rate and will not be considered part of maintenance agreement.
Standard Website Maintenance includes:
- To maintain updates required for website and associated plugins.
- To ensure website is being hosted correctly with Third Party Hosting (with limitations impended by Third Party Hosting).
- To monitor the website for uptime and ensure availability (with limitations impended by Third Party Hosting).
- Edit, revise, update or create new textual/minor graphical content.
- Consultation, and guidance on the use of the web site.
- Consultation, and guidance on updates required and communicating changes and issues.
- On page SEO such as meta tags (title, description, keywords), alt tag, h1, h2, h3.
- Monitoring and updating to ensure performance across all major browsers due to the fact that not all browsers render sites in the same way.
- Protection against hackers from gaining access to Client website.
- Monthly backups of Client website.
- Liaising with Third Party Hosting to resolve any issues with Client hosting as soon as possible.
Maintenance time does not accrue on a monthly basis. Any additional time spent on maintenance and tasks requested will be invoiced on the 1st of each calendar month.
During the duration of this contract, the Client agrees that Company will be the sole provider of maintenance services for the website, and no other party will have access to or rights to change the website as Admin account in WordPress or as main root login for FTP or SSH.
If a party other than Company makes changes to the website, any errors that are created must be repaired and will be charged for at the hourly rate specified above. Once another party has access to the website via Admin or root functions, Company can no longer bear responsibility or blame for errors resulting from changes, hack or vandalism.
Company will respond to all maintenance requests from Client within 72 hours via email. The response will indicate when the issue will be looked at and an estimated duration and completion date for each action item in the request. Most work will be done much faster than this time frame, this is mostly precautionary.
Company will adhere to all quoted deadlines for the deliverables in the maintenance requests at all possible costs. In the event that Company has any issues in delivering on a quoted deadline, Client will be notified via email the reasoning for any change.
Company will use commercially reasonable efforts and industry accepted methods to ensure the reliability and security of our Services, but Company is not responsible to Client for unauthorized access to Client data or the unauthorized use of the Services. Client is responsible for the use of the Services by any employee of Client, any person to whom Client have given access to the Services, and any person who gains access to Client data or the Services as a result of Client failure to use reasonable security precautions, even if such use was not authorized by Client.
Data Back Up Liability
Company are not liable to Client for lost data unless and to the extent Client purchases data backup services from Company and Company fail to provide the backup services as agreed. No other form of warranty is provided. Client is strongly encouraged to make reasonable efforts to keep Client copies of all data related to services Company provide under this Agreement.
Client acknowledges, understands and agrees that Company may use its own and/or may purchase third party licenses for products or services that are necessary for Company to design and develop the web project. Such products may include, but are not limited to server-side applications, plugins, clip art, server applications, music, stock images, or any other copyrighted work (“Outside Content”) which Company deems necessary to purchase on behalf of Client to design and develop the web project.
Client further acknowledges and understands that any Outside Content used to design and develop the web project is owned by Company and/or such third parties and cannot be transferred to Client and is hereby specifically not transferred to Client and shall remain the property of Company and/or such third parties.
Outside Content which is owned and/or purchased by Company may be used in the design and/or development of other web sites separate from Client.
Client and Company agree that upon payment in full of the fees associated with the design and development of the web project, Client shall own a worldwide right, title, and interest in and to the web project (including, its source code and documentation) (the “Custom Programming”).
Client and Company agree that Company shall retain a worldwide, royalty-free, non-exclusive, transferable, and perpetual right and license to the Custom Programming including, but not limited to, the right to modify, amend, create derivative works, rent, sell, assign, lease, sublicense, or otherwise alter or transfer the Custom Programming.
Client and Company also agree that the design and development of the web project may include source code, documentation, and/or application programs that were previously written or developed by Company and modified to meet Client specific requirements (the “Code Content”).
Company shall own all worldwide right, title, and interest in and to the Code Content, but shall provide Client (upon payment in full of the fees associated with the design and development of the web project) a worldwide, royalty-free, non-exclusive, transferable and perpetual right and license to use the Code Content.
Company and its subcontractors retain the right to display graphics and other web design elements of the web project as examples of their work in their respective portfolios.
The duration of the agreement last as follows; for project work, the term is from the date of commencement and agreement of project until Completion. Hosting is from the commencement date of hosting package as stated on the invoice, until the period end stated on the invoice (typically 1 or 2 years). Domain Registration is from the registration date of domain name as stated on the invoice, until the period end stated on the invoice (typically 1 or 2 years). Maintenance is from the commencement date of maintenance package as stated on the invoice, until the period end stated on the invoice (typically 1 or 2 years).
Unless this agreement is terminated earlier in accordance with the provisions hereof, this agreement will, at the conclusion of the initial term, automatically renew for successive terms of equal length to the initial term upon the same terms and conditions as those specified herein.
The typical fee structure of working with Company requires 50% of project quote total to be paid upon Client receiving this agreement and/or receiving invoice for project.
The final payment must be made upon Approval of work by Client.
All invoices should be paid upon receipt. Strictly 7 day net terms. Any queries or issues should be raised within 24 hours of receiving invoice otherwise the amount cannot be contested by Client.
Payment for Maintenance is to be made in advance. Payment is non-refundable, non-transferable.
Payment for Domain Names is non-refundable, non-transferable.
A late payment fee of £100 or the maximum amount allowed by law (whichever is highest) will be charged on overdue accounts, based from day of payment due. Payments by Client will thereafter be applied first to accrued fee and then to the principal unpaid balance. Client shall also be liable for all legal, attorney, adjudication and collection fees arising from efforts by Company to collect any unpaid balance of accounts from the Client if such action is warranted.
Suspension of Services
Client agrees that Company may suspend Services without liability if: (i) Company reasonably believe that the services are being used in violation of this agreement; (ii) Client doesn’t cooperate with reasonable investigation by Company of any suspected violation of the agreement; (iii) there is an attack on Company server(s), Client hosting is accessed or manipulated by a third party without Client consent, or there is another event for which Company reasonably believe that the suspension of services is necessary to protect the Company network or other Company customers; (iv) payment is not received for any Company services used by Client; or (v) if required by law.
Company will give Client advance notice of a suspension under this paragraph of at least one (1) Business Hours unless Company determine in reasonable commercial judgment that a suspension on shorter or contemporaneous notice is necessary to protect, Company or its other customers from imminent and significant operational or security risk.
Suspension may include all server capabilities including the suspension of website access, email access and anything else within the scope of Company access.
Approval and Completion
Client has up to 7 days to approve Project deliverables after request by Company. After this time, an invoice for the remainder will be automatically raised by Company.
A handover will be prepared by Company and provided to Client if relevant. The handover will include any relevant information regarding access to the Project so Client can update and change as they see fit. Handover will include but not be limited to:
- Website/Web project admin username and password
- FTP username and password for hosting
- Email address account details and passwords
- Logins or access for analytics or associated third party services
Completion is signified by the website going live and being available to client.
Issues after Completion
Any bugs or fixes that exist in the Project will be fixed within a 30 day period from Completion at no charge, provided they are in the scope of the original specification. Client is required to notify Company with clear outlines of bugs or fixes required via email during this 30 day period. Fixes will be made by Company in a reasonable time.
This agreement shall be governed by the prevailing laws of the United Kingdom. Should any conflicts arise related to this agreement, the parties agree to seek a suitable resolution through a neutral arbitrator, whose ruling shall be considered final and binding on both parties.
Disclaimer of Warranties
The Company warrants that its services shall be performed by personnel possessing competency consistent with applicable industry standards. No other representation, express or implied, and no warranty or guarantee are included or intended in this agreement, or in any report, opinion, deliverable, work product, document or otherwise. Furthermore, no guarantee is made as to the efficacy or value of any website, development, design or hosting service. Company does not guarantee Client website placement on search engines.
Limitation of Liability
In no event shall either party be liable to the other for any indirect, special, exemplary or consequential damages, including any implied warranty of merchantability or fitness for a particular purpose or implied warranties arising from course of dealing or course of performance, lost profits, whether or not foreseeable or alleged to be based on breach of warranty, contract, negligence or strict liability, arising under this agreement, loss of data, or any performance under this agreement, even if such party has been advised of the possibility of such damages and notwithstanding the failure of essential purpose of any limited remedy provided herein.
In no event will Company be liable for service interruptions caused by Acts of God, service interruptions caused by the hosting service, problems arising from any configuration on the hosting companies part including but not limited to the configuration of website, configuration of WordPress, or any other circumstances beyond our reasonable control, to the client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate these web pages or website, failure of any service provider, of any telecommunications carrier, of the Internet backbone, of any Internet servers, Client site visitor’s computer or Internet software, for any unforeseen changes WordPress might make in their platform or any unforeseen problems arising from WordPress updates or the WordPress themes or theme’s updates, even if Company has been advised of the possibility of such damages.
Company shall not be held responsible for any actions brought against the Client as a result of the website content, products the client sells through the website, or any unforeseen actions against the Client regarding the Clients website purpose, and that the Client will reimburse Company if subjected to such actions. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.
The maximum remedy available to the Client under this agreement is the recovery of the total amount paid by Client to the Company under this agreement, in the 12 months prior to the action giving rise to the liability.
If the Company is found to be liable to Client, liability to Client or to any third party is limited to the total fees Client paid Company in the 12 months prior to the action giving rise to the liability.
Client agrees to indemnify Company and hold harmless from and against any and all claims, losses, expenses, demands or liabilities, including legal fees and costs, incurred by the Company in connection with any claim by a third party (including any intellectual property claim) arising out of (i) materials and content Client submits, posts or transmits to the website, or (ii) Client use of Company services is in violation of this agreement or in violation of any applicable law. Client further agrees that Client will cooperate fully in the defence of any such claims.
The Company reserves the right to assume the exclusive defence and control of any matter otherwise subject to indemnification by Client, and Client shall not in any event settle any such claim or matter without the written consent of Company. Client further agree to indemnify and hold harmless Company from any claim arising from a third party’s use of information or materials of any kind that Client submits, posts or transmits to the website.
Client may terminate the services at any time by providing written notice to the Company. The Company may cancel this agreement in the same manner if necessary.
In the event that the Services or Project is cancelled by either party, the Company shall issue a final invoice for any unbilled time, resource or materials. The Client agrees to pay the final invoice according to the terms of this agreement.
If a notice to terminate is received, a handover will be prepared to Client by Company.
In preparation for handover, if any web property needs migration from Company hosting to Client hosting, this is billable to Client. If any domain needs migration from Company account to Client account, this is billable to client, as well as third party fee liability. Any additional work involved with handover is billable to Client.
The handover will include any relevant information regarding access to the website, including but not limited to:
- Web property admin username and password
- FTP username and password
- Email address account details and passwords
- Logins or access for analytics or associated third party services
- Backup information
- Final invoice for works performed by Company
Upon handover of information, Company will ask Client to confirm the web properties are functioning as they should be, and give Client 24 hours to change access passwords to admin accounts therefore removing Company access to Client properties.
After 24 hours and if no issues are reported, Company will no longer be responsible for any issues or defects found or occurring in the Client web properties.
The Client acknowledges that maintaining commonly accepted web accessibility standards are a legal requirement for most organisations in many countries, including United States, United Kingdom and across the EU.
The Client hereby releases and forever discharges the Company of the need to provide any web pages, text, images, graphics, logos, emblems, documents, or other digital deliverables in a manner that is accessible to individuals with disabilities (“Liability”).
Client understands that failure to comply with these standards may have significant legal repercussions and may cause harm to others. Client accepts full responsibility for ensuring compliance with all web accessibility standards, unless specified as a project deliverable, and then only until the website is signed off by the client, of which when they take control of the site.
Client releases and forever discharges the Company including their agents, employees, successors and assigns, and their respective heirs, personal representatives, affiliates, successors and assigns, and any and all persons, firms or corporations liable or who might be claimed to be liable, whether or not herein named, none of whom admit any liability to the undersigned, but all expressly denying liability, from any and all claims, demands, damages, actions, causes of action or suits of any kind or nature whatsoever, which now have or may hereafter have, arising out of or in any way relating to any and all injuries and damages of any and every kind, to both person and property, and also any and all injuries and damages that may develop in the future, as a result or in any way relating to the Liability.
Acceptance, Agreement and Commencement
By Client providing Company with admin details to their website (such as WordPress login, or FTP details) means Client agrees to the terms of this document.
Paying any invoice generated by Company to Client means Client agrees to the terms of this document.