Website Development Contract
BETWEEN: DCS Ltd, a limited liability company incorporated under the laws of Bulgaria, with registration number 204395835 (“we”, “our”)
AND: You as our customer (“you”, “your”).
1.1. You are hiring us to develop a WordPress website for your project (hereinafter the “Work”).
1.2. This Website Development Contract and any complementary documentation (i.e. our Website Design Questionnaire and any other communications we exchange) form the basis of our working agreement (hereinafter the “Agreement”), and becomes effective from the date we receive the first payment (the “Effective Date”).
2. Your Rights and Obligations
2.1 You shall provide us, at your own expense, with everything we need to undertake the Work such as text, images, videos, etc. (hereinafter the “Materials”), in the appropriate format that we specify.
2.2 You may review the Work and provide feedback within 5 working days (hereinafter the “Revision Period”). In the absence of feedback within the Revision Period, the Work (whether in full or in part) shall be presumed as complete.
2.3 You shall pay our fees in accordance with the payment schedule set out in this Agreement.
3. Our Rights and Obligations
3.1 We will provide our services to the best of our abilities, in a professional and timely manner.
3.2 We will send you regular updates on the progress of the Work, and inform you promptly of any aspects requiring your attention or your feedback.
3.3 We will maintain the confidentiality of the Materials and the Work unless otherwise authorised by the Agreement, you, or applicable law.
4. Scope of Work – What is and what is not included
Unless otherwise specified separately, the Work presumes the following scope of work: design and content only.
4.1.1 We will create a website based on a WordPress theme of your choice, customising the theme as necessary. Once the first draft is complete, you may request up to two rounds of revisions within the Revision Period. Revisions mean minor changes to the text, images, fonts or colours. They do not mean a complete redesign of the website or major changes to the look or functionality that go beyond what was originally agreed to. Any major changes requested after the Effective Date shall be quoted for separately and a new Agreement shall be signed.
4.1.2 If you choose a premium theme for your website, you are responsible for purchasing the appropriate licence, at your own cost.
4.1.3 We will install and set up free versions of our recommended plugins for you, including plugins to protect your website against malicious attacks, to help with SEO, to automatically make security backups, etc. If you wish to use premium versions of any installed plugins, you will solely be responsible for purchasing the appropriate licences and any extra time spent setting up any premium features shall incur an additional cost and shall be billed at our normal hourly rate.
4.1.4 We will ensure that the website is responsive, which means that the website will be adjustable to different screen sizes.
4.2.1 We will upload your content for you as part of the development process, but we are not responsible for preparing nor proofreading your text and content, nor for sourcing nor editing your media such as photographs, graphics, logo, videos, sound files, etc. (“Elements”).
4.2.2 If you would like assistance in sourcing Elements, we can suggest appropriate vendors, or search for Elements for you. We can also assist with editing and formatting Elements. All such work shall be charged for separately. You shall be responsible for any costs incurred in obtaining the appropriate licences.
4.3.1 Unless otherwise agreed, training on the use of WordPress and your chosen theme shall not be included. We may only provide training on any custom modifications we may have made to the theme.
4.4 TECHNICAL SUPPORT
4.4.1 The Work shall not include technical support for website hosting, email, domains or other related services. Any such queries should be directed at your chosen suppliers.
5. Fees, Billing & Payments
5.1 Our hourly rate is €40 plus 20% VAT and third-party costs. Our fees are calculated in 30-minute units, with part of a unit charged as a full unit, and our minimum charge is €20.00 plus VAT. If the Work falls outside the scope of VAT, the VAT rate shall be 0%.
5.2 You may pay via direct bank deposit, PayPal, or TransferWise. We will provide payment details separately.
5.3 You shall pay an advanced payment in the amount of 50% (fifty per cent) of the total cost upon execution of this Agreement unless otherwise agreed in writing.
5.4 Final payment is due on completion of the Work and before we can transfer the finalised website to you. The deadline shall be set out by us. We may prolong the deadline if we do not receive payment in time, we do not receive all necessary Materials, you need to obtain a license for Elements, you request additional work or revisions, or in other cases which may delay the delivery of the Work.
5.5 If payment is not received within 14 calendar days of its due date, an administrative charge of €20 and VAT will be incurred. This administrative charge shall not be a penalty and is a payment for the extra work which we need to perform to chase the late payment.
5.6 Any invoices which are not paid by the due date will incur interest rate at 2% per month compounding daily from the date when the payment is due to the date when the payment is undertaken.
6. Intellectual Property
6.1 When we receive your final payment, copyright is automatically assigned as follows:
6.1.1 Unless otherwise agreed in writing, we own any custom XHTML mark-up, CSS, PHP and other code, graphics, photographs and any other Materials we have created for the website, and we hereby grant you a non-exclusive, royalty-free licence without limits of its term to use the Materials only on the website you have hired us to create under this Agreement.
6.1.2 You shall own the copyright and other intellectual property rights to the Materials that you ask us to upload to your website on your behalf. If the copyright and other intellectual property rights do not belong to you, these rights shall remain with the original owners and it is your responsibility to obtain all necessary permissions including, but not limited to, trademark or copyright licenses.
6.2 Should any legal issues (including claims for defamation, intellectual property infringement or otherwise) arise from the use of the Materials you have provided, you agree to protect, defend and hold us harmless from any and all liability, claims, losses, costs or other harm howsoever arising that we might suffer, including to indemnify us for all costs we might incur to deal with such claims.
6.3 Should you request our assistance in sourcing the Materials for your website, we guarantee that we have obtained the appropriate permissions/licences from the owner of such Materials and upon the completion of the Work and receipt of the final payment we assign all such intellectual property rights to the Materials.
7. Term, Termination and Refund Policy
7.1. The Agreement shall become effective on the date of your initial payment. The Agreement shall terminate after the final payment and delivery of the Work.
7.2 You may terminate the Agreement and request a refund within 30 days from the Effective Date. The termination request shall be made in writing. Any Work which has already been completed shall be billed at our normal hourly rate. If the advanced payment covers the cost of the Work already completed, any surplus amount shall be returned to you. You shall be responsible for paying any banking fees incurred in the transfer.
7.3. Any non-recoverable costs which we may have incurred on your behalf shall be non-refundable, regardless of the date of termination.
7.4 We may terminate the Agreement and cease the delivery of the Work in case you do not comply with payment requirements including, but not limited to, cases when you fail to pay for the Work (in full or in part), you do not pay administrative charge or interest.
8. Warranties and Liabilities
8.1 You guarantee that any Materials provided will not contain anything leading to abusive or unethical use, including, but not limited to, pornography, obscenity, nudity, violations of privacy, harassment, any illegal activity, spamming, advocacy of an illegal activity, and any infringement of intellectual property rights. Should any legal issues arise from the use of the Materials you have provided, you agree to protect, defend and hold us harmless from any and all liability, claims, losses, costs or other harm how so ever arising that we might suffer, including to indemnify us for all costs we might incur to deal with such claims.
8.2 You warrant that the Materials you provide us are free from any malware or a malicious act and you agree to indemnify us against any loss, cost or harm (including without limitation consequential loss and loss of profits) we might suffer as a consequence of malware or a malicious act entering our systems from Materials you have provided.
8.3 After the Work is completed, we provide a 90-day warranty (the “Warranty Period”) and will fix any issues at no extra cost to you. This warranty shall be void if you or a third party make any changes to the website during the Warranty Period.
8.4 To the extent permitted by law we are not liable for any loss, damage, costs, expenses or other harm or to pay any compensation arising from the Work or the failure to provide the Work, a delay by you in providing the Materials, any inaccuracy in the Materials, where the Materials are not complete, or arising from circumstances beyond our control such as fire, earthquake, illness, injury, equipment failure, failure of a telecommunications provider, the act of a third party, malware or a malicious act, etc.
8.5 In the event you or any other person suffer any adverse consequences, whether foreseeable or not, from the Work or any delay in or failure of delivery, then to the extent permitted by law we will only be liable to pay damages up to a maximum of the total you have paid to us for the Work.
9. No warranty
9.1 We shall not be responsible for the end use of the Work and we do not guarantee that your website will be economic for you or will achieve any particular result or benefit for you.
9.2 We do not guarantee the ranking position of any URL submission to search engines.
9.3 Due to many aspects of the functionality of a website being out of our control, we do not guarantee that the functions contained in any web page templates or in a completed website will always be error-free. We shall not be liable to you or any third party for damages, including lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate the website.
9.4 We do not warrant or guarantee that the website will not cause offence to someone somewhere, or that all or any parts of the website will be accessible at all times in all places to all persons, or that the website will not be banned or otherwise objected to by a communications provider.
10.1 This Agreement reflects the complete understanding of the Parties and constitutes the entire agreement regarding the subject matter hereof, all prior negotiations, representations, and statements having been merged herein.
10.2 You may not assign this Agreement or any rights hereunder to any other person, without our prior written consent.
10.3 Any additional Work not specified in this Agreement shall be agreed in writing and will be billed separately at our regular hourly rate.
10.4 The Agreement shall be interpreted under the laws of Bulgaria and any dispute shall be finally settled by the courts of Bulgaria in accordance with Bulgarian law without regard to conflict of law principles.
By filling out the form below, checking the “I agree” box, and completing your first payment, you represent and warrant that:
1) you have read, understood and agree to be bound by this Agreement;
2) you are of legal age to form a binding contract; and
3) if you are entering into this Agreement on behalf of a company, you are authorised to enter into, and bind the company to, this Agreement.