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Client Agreement and Acknowledgement to Proceed

The purpose of this Agreement is to outline our rights and obligations to each other, providing clarity for moving forward with all projects under WDYUK and its customers.  On agreement of work to be undrtaken you agree as a client to adhere to and understand our terms.


1.0 Introduction

This Client Agreement (“Agreement”) is between WDY UK LTD and you the Client to provide services as outlined below. This agreement published on to comply with paragraph 9.2


2.0 Description of Services

2.1 Design. We will create a design solution for elements of the interface, layout, and functionality of your project. If you’re not happy with the design solution we present to you, we’ll work together on revisions.

2.2 HTML, CSS and JavaScript. We deliver web page types developed from HTML markup, CSS stylesheets for styling and unobtrusive JavaScript for feature detection, poly-fills and behaviours.

2.3 Browser Testing. Browser testing no longer means attempting to make a website look the same in browsers of different capabilities or on devices with different size screens. It does mean ensuring that a person’s experience of a design should be appropriate to the capabilities of a browser or device.

2.3.1 Desktop browser testing. We test our work in current versions of major desktop browsers including those made by Apple (Safari), Google (Chrome), Microsoft (Edge), Mozilla Firefox and Opera. We’ll also test to ensure that people who use Microsoft Internet Explorer 11 for Windows get an appropriate experience. We won’t test in other older browsers unless we agreed separately. If you need an enhanced design for an older browser, we can provide a separate estimate for that.

2.3.2 Mobile browser testing. Testing using popular smaller screen devices is essential in ensuring that a person’s experience of a design is appropriate to the capabilities of the device they’re using.  We test our designs in: iOS 9: Safari, Google Chrome Android: Google Chrome on Android Emulator.  We won’t test in Blackberry, Opera Mini/Mobile, specific Android devices, Windows or other mobile browsers unless we agreed separately. If you need us to test using these, we can provide a separate estimate for that.

2.4 Copywriting. Unless it is included in the estimate, we’re not responsible for drafting any copy for your project. If you need help drafting copy, we’re happy to help.

2.5 Search engine optimisation (SEO).  We don’t guarantee improvements to your website’s search engine ranking, but the web pages that we develop are accessible to search engines.


3.0 Scope of Project

3.1 Services. The scope of the project will be all services listed on the Estimate or Invoice we provided to you earlier in the process, however if the scope changes then this will be estimated as an addition to the main project.

3.2 Timeframe. In order for us to provide a timeframe and estimated completion date for the project we will first provide you with a project questionnaire to complete which includes a request for any other information and files which we require to enable us to begin work on the project.

Once we have received this information from you, we will be able to assess the full scope of the project as it stands and provide an estimated completion date for the project. This is only a good faith estimate, which depends on many factors outside our control; if the project is completed beyond this date, that fact in itself will not amount to a breach of this Agreement.

3.3 Changes, Revisions & Updates. You’re free to change your mind about the scope of this project at any time. Any changes must be requested and agreed to in writing. You will be billed for these changes at our standard hourly rate, unless otherwise agreed. 


4.0 Payment

4.1 Payment Schedule. To begin work on the project, we must receive at the minimum 50% of the estimated total cost of the project as a non-refundable down payment. The remaining balance is due on completion of the project.

4.2 Hourly Rate. Our standard hourly rate for this project is £ 90.00


5.0 Client Responsibilities

To provide you with outstanding design, we need to have a great working relationship with you. To that end, you agree that during the course of this project you will:

Any delays caused by your neglect of these responsibilities and/or any other factor which prevents us from being able to work at full capacity on the project for any period of time, may have a negative impact on the estimated completion date for the project. (See timeframe in paragraph 3.2)

Additionally, you are responsible for ensuring that you have the rights to all images, copy, trademarks, or other elements you provide to us in the course of the project. You also agree to indemnify us against any liability for copyright or trademark infringement for using these items.

6.0 Copyrights and Ownership of Designs

6.1 Assignment. After any outstanding balance for the project is paid, we will assign to you all copyrights in the graphical and visual elements of the design that we will create under the scope of this project, if required to transfer the Intelectual Copyright WDY can provide a costing for this on a site by site basis. However, we will retain the copyright to all coding elements, but will provide you with a license for you to use these elements in the deliverables of this project.  Ownership of all designs, code, URLS, Hosting, Imagery and other part of the project will retain the property of WDY UK LTD. 

6.2 Publication. We’re very proud of the designs that we produce, and love to show them off. As a result, WDY UK LTD reserves the right to display the designs we create for this project in our portfolio and to write about the design process for the project on websites, magazines, books, and other outlets.


7.0 Technical Support

7.1 Content Management Systems. Occasionally, we may use a content management system as the underlying platform for a website in most cases we use our own bespoke system however in some cases we may use a third party cms such as WordPress, Joomla or other third party software. We would be happy to walk you through the functions of how your content management system works to ensure you are competent. If you need any additional assistance thereafter with these systems, support will be billed at our standard hourly rate.


8.0 Cancellation

8.1 Resolving Disputes. While we will do our best to ensure that you will be pleased with your experience as a client on this project, not every project will work out. If that most unfortunate reality should occur, we agree to work out any problems together, in a friendly manner, which are preventing the project from moving forward successfully. However, if that process is ineffective, either you or WDY UK LTD  may cancel this Agreement for good cause by sending written notice to the other person.

8.2 Amount Due after Cancellation. Upon cancellation of this Agreement, you will be billed for the number of hours we have spent on the project at our standard hourly rate. If this amount is less than the deposit, you will not owe any additional funds. If this amount is more than the deposit, you will be billed for the outstanding balance. This balance will be due immediately we also reserve the right to copyright ownership as per paragraph 6.3

8.3 Continuing Effect. All rights to indemnification will continue after cancellation of this Agreement


9.0 Miscellaneous

9.1 Release of Liability. You agree to release us from any liability for all spelling or content errors in the copy you provide to us. Also, you agree to release us from any liability and to indemnify us against any claim or lawsuit from a third party arising from any elements you provide to us to complete this project.

9.2 Entire Agreement. This Agreement makes up the entire agreement between you the'client' and WDY UK LTD   7 The Pavement, Pocklington York YO42 2AU Registration Company number 09644469. All changes to the Estimate or this Agreement must be in writing to be enforceable we also publish our agreement on and this alone provides agreement of work to be carried out on payment of deposit to WDY UK LTD and / or confirmation of work to be produced by you the client.

9.3 Files. We will provide a copy of all electronic files to you for the deliverables of this project which contain the HTML and design only, if required.for transfer and a cost can be obtained by writting in the first instance to the above address. You are responsible for keeping these files in a safe place. You understand that we aren’t required to keep a copy of the files or source files after the completion of the project or transfer. We can however provide full backups and escrow disaster recovery on request

9.4. Relationship. We will perform all services as an Independent Contractor, not as an employee or agent. The designs we produce under this Agreement are not works made for hire under the UK Copyright Act.

9.5 No Assignment. You may not transfer or assign any rights under this Agreement to another party without our written permission.

9.6 Severability. If a portion of this Agreement is held to be unenforceable, that portion will be removed and the remainder will serve as our Agreement.

10.0 Acceptance (refer to 9.2)