I have the authority to execute the agreement by accepting, or returning a signed estimate, schedule, contract or purchase order and agree to this document on behalf of my company, named on the estimate, schedule, contract agreement or purchase order.
My company and I (hereafter referred to as ‘The Client’) agree to be bound fully by the covenants specified herein, including but not limited to the ‘Copyright Warranty’.
Under the terms and conditions as set out in this Agreement, Real Agency Ltd (hereafter referred to as ‘Real Agency’) and its contracted partners and The Client agree as follows:
1. Time Limit on Estimates
- The fees estimated in the full budget proposal will remain valid for thirty days from the date of submission and only thereafter will be updated as and when necessary during the relevant project in accordance with terms set out below.
- Production timelines are dependent upon Client input and approvals at each stage of the development process. Without this input development timelines may vary.
2. Professional Fees
- The fees quoted in the full budget proposal are for the estimated time required by Real Agency team members in connection with the completion of the project. Should the programme be varied significantly at The Client’s request, we reserve the right to amend our estimate of fees accordingly.
3. Additional Costs
- As is standard in professional consultancy, outside supplier costs which arise during the project and which were not included in the original fees will be charged additionally should they be incurred.
- General out-of-pocket expenses such as travel, subsistence, presentation materials, couriers, and reference and research material directly related to the project are also charged in addition. Additional project meetings requested by the client, which are additional to our normal project delivery meetings, will also incur extra costs which will be charged. Normal project meetings will be outlined and agreed in either the proposal document or in our project plan.
- On all items other than those that are paid directly by the client, additional costs will be invoiced at cost plus 12% on a monthly basis to cover accounting and administration support.
4. Term of contract and Payment terms
- Projects, which includes all work that is to be delivered over a defined timescale and delivered in accordance to Real Agency’s standard project procedures. Payments; will be billed in either one, two or three stages as determined by the project order/quotation form.
- Where payment is in one (1) stage, which is when the project is expected to be concluded within 30 calendar days, 100% of the Project Fees will be invoiced at the start of the project which is a non-refundable deposit.
- Where payment is split into two (2) stages, which is when the project is expected to be delivered within 30 to 60 calendar days, the first 50% of the Project Fees will be payable at the start of the project which is a non-refundable deposit. The final 50% will be due at the end of the production phase, or 45 days later whichever is sooner.
- For web development projects the payment is split into three (3) parts the first 50% of the Project Fees at the start of the project is a non-refundable deposit. The second payment of 30% is due at the end of initial development or when training is possible, where relevant. The final 20% will be due when the website goes live (up to 1 month later) or after 1 month to allow for client content population.
- Other project payment schedules may be agreed and detailed on the order/quotation form. All 1st payments are a non-refundable deposit.
- On-going contracts which include Retainers, Hosting Services, Site Management, Support Contracts (including Continuous Improvement Support & Maintenance Agreements), Search Engine Optimisation, the contract will be for one (1) year and will automatically renew on its anniversary for a further year unless terminated in accordance with clause 5.
- Payments will be billed in advance for the agreed period, either monthly, quarterly or annually and for the duration of the contract.
- VAT will be added to all fees at the current rate where appropriate.
5. Termination of Contracts
- In the event of a project being cancelled by The Client, all fees will be due and payable and costs actually incurred will be due and payable.
- For on-going contracts which include Retainers, Website Management, Continuous Improvement Support and Management Contracts and Search Engine Optimisation. The contract will be for one (1) year and will automatically renew on its anniversary for a further year. The notice period for the termination of the contract will be 60 days prior to the end of each full year or anniversary.
- The termination of any project or contract must be made in writing to Real Agency at their business address or by email to the agency contact detailed in the initial quotation.
- Whilst we make every effort to ensure the accuracy of artwork, we do not assume responsibility for errors in content and copy. This is the responsibility of The Client and as such where possible artwork must be signed-off by The Client to ensure accuracy of content before material is published excluding digital artwork which can be amended upon request if inaccurate.
- The Client agrees to hold Real Agency and its contracted partners harmless from and against any and all claims and damages, expenses or liability that arises from or in connection with content or project or service activities, including but not limited to, any legal fees incurred by Real Agency. The Client, at its own cost and expense, shall defend any and all actions, which may be brought against Real Agency and its contracted partners. The Client’s failure to perform under the terms of this paragraph shall be deemed a waiver of any and all claims, demands for remedies, or causes of action, including specific performance, which The Client might otherwise have against Real Agency or its partners, which under no circumstances will be liable for lost profits, lost opportunities, indirect, incidental or consequential damages of The Client.
- In no event shall Real Agency or its agents be liable to The Client for any damages, whether direct, indirect, consequential, exemplary, punitive or otherwise, arising out of any service provided or arranged by Real Agency or its contracted partners including loss of income, sales, revenue or profit. Real Agency shall not be liable for any error, omission, defect or deficiency in any service, which results from The Client’s failure to provide complete, accurate and current information to Real Agency. Under no circumstances shall Real Agency or its agents be liable to The Client for any hosting or network interruptions beyond Real Agency’s control, including without limitation, any downtime regarding computer servers or interruption of Internet service providers.
- No right or remedy conferred upon or reserved by Real Agency or its contracted partners by this Agreement is intended, and shall not be deemed, to be exclusive of any other right or remedy provided or permitted herein, by law or by equity, but each right or remedy shall be cumulative of every other right or remedy.
- The Client authorises Real Agency to select the most appropriate supplier for contracted services. We make every effort to select suppliers who are fully aware of the highly sensitive nature of our projects and whose employees also understand that disclosure of any confidential information is an offence. While we closely monitor the performance of any supplier to ensure that the standard and level of service meets a client’s expectation, we are not responsible for the acts and omissions of any such suppliers or their employees. Real Agency will under no circumstances be liable for any incidental or consequential damages suffered by The Client other than as a result of our own neglect or wilful default.
- If hosted by Real Agency or one of its contracted partners, the website will remain active for as long as The Client continues to pay the hosting fee. The Client acknowledges and agrees that where hosting services have been ordered, Real Agency and its contracted partners will invoice hosting fees on an annual basis. The annual hosting fee is payable to Real Agency one month in advance of when the first month hosting begins.
- In the event of default under this agreement, Real Agency shall have the right to terminate this agreement and to remove The Client’s website from the hosting environment. The Client shall have no right to a refund of any kind and will be responsible for all costs and legal fees incurred by Real Agency in connection with The Client’s breach of this Agreement.
- Real Agency and its contracted partners reserve the right to control and restrict any content on The Client’s website/email service and shall have sole discretion to delete and remove, without advance notice, any information deemed as illegal, tortuous, false, misleading, fraudulent, libellous, immoral, offensive or otherwise which does not conform with laws including data protection laws or the policies and style of the Real Agency and its partners. The Client acknowledges that the Real Agency and its contracted partners may unilaterally write or re-write reasonable rules and regulations necessary for the orderly operation of the Hosting Network and that The Client will be bound accordingly.
- Although Real Agency and the contracted partner shall have the right to approve the design, content and links to and from The Client’s website, the Real Agency and the contracted partner assumes no responsibility to do so. The Client agrees to be solely responsible for the content of its website and the accuracy of all information provided therein.
9. Domain Registration
- Any domain names registered by Real Agency on behalf of The Client will be automatically renewed on behalf of The Client, with any registration costs and standard administration fees being charged to The Client. The Client must provide at least 60 days notice in writing before the renewal date if the domain name renewal is not required.
10. Design Rights and Protection
- The graphic design work in digital and/or printed material in final form that is approved by The Client, selected for its use and paid for in full, will be the exclusive property of The Client with the exception of programming & source code which remain the property of Real Agency unless agreement has been made between all parties concerned prior to the commencement. Real Agency may use the programming & source code for other clients and projects, which is reflected in the cost of development.
- After payment has been received in full, all programming, and developed project work, is licensed to The Client to use for the life of the domain it is deployed on, regardless of whether the programming or source code is supported by Real Agency under an ongoing support agreement.
- The Client can change the domain that the programming & source code is used on by registering the domain in writing to Real Agency. The domain must be owned by The Client.
- The programming source code developed by Real Agency cannot be sold, or given freely, by The Client to a third party under any circumstances.
- All other design work and materials developed in the course of the project shall remain the property of Real Agency and its contracted partners.
- Legal protection and appropriate registration of a design, name, marks or other material developed by Real Agency is The Client’s sole responsibility.
- The design work and other materials created by Real Agency and its contracted partners are believed not to infringe upon the rights of others. However, Real Agency cannot warrant that its clients will be immune from claims of others due to the complexity of the laws and regulations governing such rights and the virtual impossibility of searching names and designs World-Wide.
- It is recommended that The Client consult their own legal counsel as to both availability and registration of proposed designs, names, marks, written copy and other material as soon as those items are approved.
- With the exception of trademarked, copyrighted or other proprietary information regarding pictures, images or logos that directly identify The Client, The Client grants to Real Agency and its agents an indefinite, irrevocable, royalty-free, unrestricted right to use, transfer, modify and maintain content prepared by Real Agency or its agents on The Client’s behalf. The Client represents and warrants that: a. the use, as contemplated by this Agreement, of the material supplied by The Client shall not infringe any copyright, trademark, trade secret or other third party proprietary right; and: b. there is no impediment to The Client’s performance of its obligations hereunder.
- All design work produced by Real Agency and its contracted partners remains the property of Real Agency until full payment of all invoices has been received.
- The copyright on any photography or illustration that is used in items delivered to The Client will remain with the photographer/illustrator/author unless agreement is made between all parties. In the case of Real Agency purchasing images from an Image Library, the copyright for the images will remain with the Image Library.
- The Client will not own copyright to the software, web site functions, processes and resources used to create website(s). Real Agency and its contracted partners reserve the right to use the software, web site functions, processes and resources for other companies including companies similar to The Client’s.
We respect the confidentiality of all of our clients. This includes confidential information concerning any aspect of the activities or the business of The Client. Real Agency does not share or sell its contacts database with any other parties.
14. Design Credits
- iReal Agency shall be entitled to claim authorship of the designs that we have produced and to use it in our marketing programme.
- Published work shall bear a Real Agency design and production credit. On websites this will be “Website by Real Agency” in the footer of all website pages (hyperlinked to www.real-marketing.co.uk), or “Designed and produced by www.Real-Marketing.co.uk” in an appropriate place (normally on the inside back cover) on a piece of printed literature.
15. Programming Warranties
All programming completed during website development is warranted for 30 days after the final sign off of any phase. After 30 days any bugs or changes will be made under ‘time and materials’ or as part of a Support Agreement.
16. English Law
This Agreement shall be interpreted and construed under English law. The parties agree that any action brought by either party against the other shall be brought in England and the parties do hereby waive all questions of personal jurisdiction or venue for the purpose of carrying out this provision.