THIS AGREEMENT SETS FORTH THE TERMS AND CONDITIONS UNDER WHICH THE FREELANCER AGREES TO PROVIDE WEB DEVELOPMENT SERVICES TO THE CLIENT. PAYMENT OF CONSIDERATION SHALL REPRESENT THE CLIENTS ACCEPTANCE OF THIS AGREEMENT.

THE PURPOSE OF THIS AGREEMENT IS TO OUTLINE THE RESPONSIBILITIES AND OBLIGATIONS OF BOTH PARTIES, INCLUDING THE SCOPE OF WORK, PROJECT TIMELINE, PAYMENT TERMS, AND OTHER RELEVANT DETAILS. THE CLIENT AND THE FREELANCER AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND TO ACT IN GOOD FAITH THROUGHOUT THE DURATION OF THE PROJECT.

THE FREELANCER IS A PROFESSIONAL WEB DEVELOPER WITH THE SKILLS, KNOWLEDGE, AND EXPERTISE NECESSARY TO PROVIDE WEB DEVELOPMENT SERVICES. THE CLIENT WISHES TO ENGAGE THE FREELANCER TO PROVIDE SUCH SERVICES, AND THE FREELANCER AGREES TO PROVIDE SUCH SERVICES SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.

BEFORE BEGINNING ANY WORK ON THE PROJECT, IT IS ESSENTIAL THAT BOTH PARTIES FULLY UNDERSTAND THE EXPECTATIONS AND REQUIREMENTS. THE SCOPE OF WORK AND RESPONSIBILITIES OF EACH PARTY ARE DETAILED IN THIS AGREEMENT, AND ANY CHANGES TO THE SCOPE OF WORK MUST BE AGREED UPON IN WRITING BY BOTH PARTIES.

THE CLIENT AND THE FREELANCER AGREE TO WORK TOGETHER IN A PROFESSIONAL AND COLLABORATIVE MANNER TO ACHIEVE THE DESIRED OUTCOME OF THE PROJECT.

DEFINITIONS

‘FREELANCER’: THE INDIVIDUAL OR COMPANY WHO PROVIDES SERVICES TO THE CLIENT ON A FREELANCE BASIS.

‘CLIENT’: THE INDIVIDUAL OR COMPANY WHO ENGAGES THE FREELANCER TO PROVIDE SERVICES.

‘SOFTWARE’: ANY COMPUTER PROGRAMS, APPLICATIONS, OR CODE USED TO DESIGN, DEVELOP, OR MAINTAIN THE WEBSITE OR ANY RELATED SERVICE.

‘PLUGINS’: ANY ADD-ONS OR EXTENSIONS USED TO ENHANCE THE FUNCTIONALITY OF THE WEBSITE OR ANY RELATED SERVICE.

‘CMS’: CONTENT MANAGEMENT SYSTEM, A SOFTWARE USED TO MANAGE THE CREATION AND MODIFICATION OF DIGITAL CONTENT.

‘CONTENT’: ANY TEXT, IMAGES, VIDEO, AUDIO, OR OTHER MATERIALS THAT THE CLIENT PROVIDES TO THE FREELANCER TO BE INCORPORATED INTO THE WEBSITE OR ANY RELATED SERVICE.

‘ELECTRONIC COMMUNICATIONS’: ANY COMMUNICATION SENT OR RECEIVED THROUGH ELECTRONIC MEANS, INCLUDING EMAIL, INSTANT MESSAGING, AND OTHER DIGITAL CHANNELS.

‘DATA PROTECTION LEGISLATION’: ANY APPLICABLE LAWS OR REGULATIONS GOVERNING THE PROCESSING OF PERSONAL DATA, INCLUDING BUT NOT LIMITED TO THE DATA PROTECTION ACT 2018.

‘CONDUCT’: ANY ACTION OR BEHAVIOR THAT IS REQUIRED OR PROHIBITED BY THE TERMS OF THIS AGREEMENT OR ANY APPLICABLE LAWS OR REGULATIONS.

THE FREELANCER AND THE CLIENT AGREE THE FOLLOWING TERMS AND CONDITIONS:

THE CLIENT ACKNOWLEDGES AND AGREES THAT THE FREELANCER IS ENGAGED ON A STRICTLY FREELANCE BASIS FOR THE PROVISION OF SERVICES UNDER THIS AGREEMENT. THE FREELANCER SHALL NOT BE DEEMED AN EMPLOYEE, PARTNER, OR AGENT OF THE CLIENT, AND NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS CREATING AN EMPLOYER-EMPLOYEE RELATIONSHIP, PARTNERSHIP, OR AGENCY BETWEEN THE PARTIES. THE FREELANCER SHALL HAVE NO AUTHORITY TO BIND THE CLIENT IN ANY MANNER OR TO MAKE ANY REPRESENTATIONS ON BEHALF OF THE CLIENT. THE FREELANCER SHALL BE RESPONSIBLE FOR PAYMENT OF ALL TAXES, SOCIAL SECURITY CONTRIBUTIONS, AND ANY OTHER CONTRIBUTIONS OR DEDUCTIONS REQUIRED BY LAW. THE FREELANCER SHALL NOT BE ENTITLED TO ANY EMPLOYEE BENEFITS, INCLUDING BUT NOT LIMITED TO VACATION PAY, SICK LEAVE, OR MEDICAL INSURANCE.

THE FREELANCER SHALL HAVE FULL CONTROL OVER THEIR SCHEDULE AND SHALL NOT BE OBLIGATED TO PERFORM THEIR SERVICES IN ANY PARTICULAR MANNER OR AT ANY PARTICULAR TIME, EXCEPT AS OTHERWISE AGREED BY THE PARTIES IN WRITING. THE FREELANCER ACKNOWLEDGES AND AGREES THAT THEY ARE ENGAGED ON A STRICTLY FREELANCE BASIS AND ARE NOT AN EMPLOYEE OF THE CLIENT. AS SUCH, THE FREELANCER SHALL HAVE NO OBLIGATION TO WORK SET HOURS, ATTEND MEETINGS, OR OTHERWISE PERFORM SERVICES IN THE WAY THAT AN EMPLOYEE WOULD BE REQUIRED TO DO. THE FREELANCER SHALL BE SOLELY RESPONSIBLE FOR MANAGING THEIR OWN WORKLOAD AND SHALL NOT BE REQUIRED TO FOLLOW ANY SET PROCEDURES OR PROTOCOLS OF THE CLIENT. THE CLIENT SHALL NOT EXERCISE ANY CONTROL OR DIRECTION OVER THE FREELANCER, EXCEPT AS NECESSARY TO ENSURE THAT THE SERVICES ARE PERFORMED IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.

 SCOPE OF WORKS 

THE FREELANCER WILL DELIVER WHAT IS SET OUT IN THE QUOTE DOCUMENT OR EMAIL THE FREELANCER HAS PROVIDED YOU WITH. IT DETAILS EXACTLY WHAT TASKS THE FREELANCER WILL COMPLETE AND WHEN. THE FREELANCER EXPECTS TO COMPLETE THEM BY. THE FREELANCER IS ONLY OBLIGED TO PERFORM THE SERVICES THAT ARE SET OUT IN THE SCOPE OF WORKS. ANY ADDITIONAL SERVICES REQUESTED BY THE CLIENT MUST BE AGREED UPON IN WRITING AND MAY REQUIRE A CHANGE TO THE PROJECT TIMELINE AND ADDITIONAL FEES. THE FREELANCER RESERVES THE RIGHT TO REFUSE ANY ADDITIONAL SERVICES REQUESTED BY THE CLIENT THAT ARE OUTSIDE THE SCOPE OF WORKS.

THE TIMELINES PROVIDED BY THE FREELANCER ARE ADVISORY ONLY AND MAY BE SUBJECT TO SCHEDULING. THE FREELANCER WILL USE REASONABLE EFFORTS TO MEET THE AGREED TIMELINE, BUT SHALL NOT BE LIABLE FOR ANY DELAYS OUTSIDE THEIR REASONABLE CONTROL. THE FREELANCER WILL KEEP THE CLIENT INFORMED OF ANY DELAYS AND WILL WORK WITH THE CLIENT TO ESTABLISH A REVISED TIMELINE WHERE NECESSARY. THE CLIENT SHALL NOT BE ENTITLED TO ANY COMPENSATION OR DAMAGES AS A RESULT OF ANY DELAY.

DESIGN

WHERE THE SCOPE OF WORKS EXPLICITLY INCLUDES DESIGN WORK THE FREELANCER WILL PROVIDE DESIGN SERVICES FOR THE WEBSITE AS FAR AS THE SCOPE OF WORKS IN THE FREELANCER’S DISCRETION ALLOWS, TAKING INTO ACCOUNT THE CLIENT’S SPECIFICATIONS AND REQUIREMENTS. THE FREELANCER WILL USE THEIR PROFESSIONAL EXPERTISE AND EXPERIENCE TO DESIGN A WEBSITE THAT MEETS THE CLIENT’S NEEDS, AND THE CLIENT AGREES TO TRUST THE FREELANCER’S JUDGMENT IN MATTERS RELATED TO DESIGN.

TEXT CONTENT

THE FREELANCER SHALL NOT BE RESPONSIBLE FOR THE INPUTTING OF TEXT CONTENT ONTO THE CLIENT’S WEBSITE UNLESS EXPLICITLY AGREED TO SEPARATELY IN WRITING, INCLUDING ANY TASKS WHICH THE FREELANCER DEEMS TO BE DATA ENTRY OR ADMINISTRATIVE. THIS INCLUDES BUT IS NOT LIMITED TO THE UPLOADING OF PRODUCTS, BLOG POSTS, PAGES, OR ANY OTHER CONTENT. THE CLIENT SHALL BE SOLELY RESPONSIBLE FOR PROVIDING ALL TEXT CONTENT TO BE UPLOADED ONTO THE WEBSITE. THE FREELANCER SHALL NOT BE HELD LIABLE FOR ANY ERRORS, OMISSIONS, OR INACCURACIES IN THE TEXT CONTENT PROVIDED BY THE CLIENT. THE CLIENT SHALL BE RESPONSIBLE FOR REVIEWING AND APPROVING ALL TEXT CONTENT BEFORE IT IS UPLOADED ONTO THE WEBSITE. THE FREELANCER SHALL NOT BE RESPONSIBLE FOR ANY DELAYS OR ERRORS CAUSED BY THE CLIENT’S FAILURE TO PROVIDE ACCURATE AND TIMELY TEXT CONTENT OR INDEED INPUT SUCH CONTENT. SHOULD THE CLIENT’S FAILURE TO COMPLETE SUCH DATA-ENTRY TASKS INPACT UPON THE FREELANCER’S ABILITY TO DELIVER THE PROJECT THE FREELANCER MAY TERMINATE THE AGREEMENT. 

GRAPHICS AND PHOTOGRAPHS

IN THE EVENT THAT THE CLIENT REQUESTS THE FREELANCER TO USE IMAGES OR GRAPHICS THAT ARE LICENSED FROM A THIRD PARTY, THE CLIENT SHALL BE RESPONSIBLE FOR OBTAINING ALL NECESSARY RIGHTS, LICENSES, AND PERMISSIONS FOR SUCH USE. THE FREELANCER SHALL NOT BE HELD RESPONSIBLE FOR ANY COPYRIGHT INFRINGEMENT OR OTHER LEGAL ISSUES ARISING FROM THE USE OF ANY THIRD-PARTY IMAGES OR GRAPHICS.

THE FREELANCER SHALL HAVE THE RIGHT TO MODIFY ANY IMAGES OR GRAPHICS PROVIDED BY THE CLIENT FOR USE IN THE WEBSITE, AS NECESSARY TO ENSURE THAT THEY ARE SUITABLE FOR USE IN THE WEBSITE. THE CLIENT ACKNOWLEDGES AND AGREES THAT ANY MODIFICATIONS MADE BY THE FREELANCER SHALL NOT INFRINGE ON ANY INTELLECTUAL PROPERTY RIGHTS OR OTHER LEGAL RIGHTS OF THE CLIENT OR ANY THIRD PARTY.

THE FREELANCER SHALL HAVE THE RIGHT TO REPLACE ANY IMAGES OR GRAPHICS PROVIDED BY THE CLIENT WITH IMAGES OR GRAPHICS OF SIMILAR QUALITY AND SUITABILITY, IN THE EVENT THAT THE PROVIDED IMAGES OR GRAPHICS ARE FOUND BY THE FREELANCER TO BE UNSUITABLE FOR USE IN THE WEBSITE

CHANGES AND REVISIONS

WHERE THE SCOPE OF WORKS INCLUDES EITHER A COMPLETE WEBSITE REBUILD OR A NEW WEBSITE DEVELOPMENT FROM SCRATCH THE FREELANCER WILL INCLUDE A ROUND OF REVISIONS. ONCE THE FIRST DRAFT HAS BEEN DELIVERED TO THE CLIENT BY EMAIL THE CLIENT WILL HAVE 24 HOURS IN ORDER TO THOROUGHLY INSPECT THE FRONT AND BACK END OF THE WEBSITE TO IDENTIFY REASONABLE CHANGES THEY WISH TO BE MADE AS WELL AS ERRORS OR BUGS. THE CLIENT WILL THEN PROVIDE THE FREELANCER WITH A NUMBERED LIST OF REVISIONS. THE REVISIONS MUST NOT BE EXCESSIVE OR IN THE FREELANCER’S DISCRETION CHANGE THE SCOPE OF THE PROJECT AS INITIALLY AGREED. THE FREELANCER HAS THE RIGHT TO REJECT ANY REVISIONS THEY DEEM TO BE OUT OF SCOPE OR ANY SINGLE REVISION THAT WOULD TAKE THEM MORE THAN 30 MINUTES TO COMPLETE. 

ACCESS 

IN THE EVENT THAT THE CLIENT FAILS TO PROVIDE ACCESS TO ANY ACCOUNT, PLATFORM OR OTHER RESOURCE THAT THE FREELANCER DEEMS NECESSARY TO COMPLETE THE SCOPE OF WORKS WITHIN TWENTY-FOUR (24) HOURS OF THE REQUEST, THE FREELANCER SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT IMMEDIATELY BY PROVIDING WRITTEN NOTICE TO THE CLIENT. THE FREELANCER SHALL NOT BE HELD LIABLE FOR ANY DAMAGES, LOSSES, OR EXPENSES INCURRED BY THE CLIENT AS A RESULT OF SUCH TERMINATION. 

PAYMENTS

UNLESS AGREED OTHERWISE, ALL INVOICES SHALL BE DUE AND PAYABLE TO THE FREELANCER WITHIN TWENTY-FOUR (24) HOURS OF RECEIPT BY THE CLIENT. IN THE EVENT THAT THE CLIENT FAILS TO PAY ANY OUTSTANDING INVOICES WITHIN TWENTY-FOUR (24) HOURS, A SURCHARGE OF FIFTEEN PERCENT (15%) OF THE PROJECT TOTAL WILL BE APPLIED TO THE OUTSTANDING BALANCE. IF THE PROJECT IS CHARGED ON AN HOURLY RATE, A FLAT FEE OF £50 WILL APPLY FOR EACH BUSINESS DAY THE INVOICE REMAINS UNPAID. THE CLIENT SHALL BE RESPONSIBLE FOR ALL COSTS AND EXPENSES, INCLUDING BUT NOT LIMITED TO ATTORNEYS’ FEES, ASSOCIATED WITH THE COLLECTION OF ANY UNPAID AMOUNTS. THE FREELANCER RESERVES THE RIGHT TO SUSPEND WORK ON THE PROJECT UNTIL PAYMENT IS RECEIVED IN FULL.

IF THE CLIENT FAILS TO PAY ANY OUTSTANDING INVOICES FOR MORE THAN SEVENTY-TWO (72) HOURS AFTER THE DUE DATE, THE FREELANCER RESERVES THE RIGHT TO TERMINATE PUBLIC ACCESS TO THE CLIENT’S SITE IMMEDIATELY BY PROVIDING WRITTEN NOTICE TO THE CLIENT. THE FREELANCER SHALL NOT BE HELD LIABLE FOR ANY DAMAGES, LOSSES, OR EXPENSES INCURRED BY THE CLIENT AS A RESULT OF SUCH TERMINATION. THE FREELANCER SHALL NOT BE HELD RESPONSIBLE FOR ANY LOSSES OR EXPENSES INCURRED BY THE CLIENT AS A RESULT OF SUCH TERMINATION. THE CLIENT MAY REGAIN ACCESS TO THE SITE BY PAYING ALL OUTSTANDING INVOICES IN FULL, PLUS ANY LATE FEES OR OTHER CHARGES THAT MAY APPLY.

COMMUNICATIONS

IN THE EVENT THAT THE CLIENT FAILS TO RESPOND TO ANY COMMUNICATION FROM THE FREELANCER FOR A PERIOD OF TWENTY-FOUR (24) HOURS OR MORE, THE FREELANCER SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT IMMEDIATELY BY PROVIDING WRITTEN NOTICE TO THE CLIENT. THE FREELANCER SHALL NOT BE HELD LIABLE FOR ANY DAMAGES, LOSSES, OR EXPENSES INCURRED BY THE CLIENT AS A RESULT OF SUCH TERMINATION. THE CLIENT SHALL HAVE THE OPPORTUNITY TO DISPUTE THE TERMINATION WITHIN THREE (3) BUSINESS DAYS AFTER RECEIPT OF THE WRITTEN NOTICE OF TERMINATION. IF THE CLIENT FAILS TO DISPUTE THE TERMINATION WITHIN THE ALLOTTED TIME, THE TERMINATION SHALL BE DEEMED FINAL AND BINDING.

IN THE EVENT THAT THE CLIENT FAILS TO RESPOND TO ANY COMMUNICATION FROM THE FREELANCER FOR A PERIOD OF TWENTY-FOUR (24) HOURS OR MORE, THE FREELANCER RESERVES THE RIGHT TO CHARGE A FEE, AT THEIR DISCRETION, TO COVER ANY ADMINISTRATIVE OR SCHEDULING DISRUPTION CAUSED BY THE CLIENT’S FAILURE TO RESPOND. THIS FEE SHALL BE REASONABLE AND COMMENSURATE WITH THE AMOUNT OF DISRUPTION CAUSED BY THE CLIENT’S FAILURE TO RESPOND. THE FREELANCER SHALL NOTIFY THE CLIENT IN WRITING OF ANY SUCH FEE PRIOR TO CHARGING IT, AND THE CLIENT SHALL HAVE THREE (3) BUSINESS DAYS TO DISPUTE THE FEE. IF THE CLIENT FAILS TO DISPUTE THE FEE WITHIN THE ALLOTTED TIME, THE FEE SHALL BE DEEMED VALID AND PAYABLE BY THE CLIENT. THE FREELANCER SHALL NOT BE HELD LIABLE FOR ANY DAMAGES, LOSSES, OR EXPENSES INCURRED BY THE CLIENT AS A RESULT OF SUCH FEE.

ALL COMMUNICATIONS BETWEEN THE FREELANCER AND CLIENT, INCLUDING BUT NOT LIMITED TO EMAIL, INSTANT MESSAGING, AND VIDEO CONFERENCING, SHALL BE CONSIDERED CONFIDENTIAL AND PRIVILEGED TO THE FULLEST EXTENT OF THE GOVERNING LAW. THE CLIENT AGREES NOT TO DISCLOSE ANY SUCH COMMUNICATION TO ANY THIRD PARTY WITHOUT THE EXPRESS WRITTEN CONSENT OF THE FREELANCER. ANY SUCH DISCLOSURE SHALL CONSTITUTE A BREACH OF CONFIDENCE AND SHALL BE SUBJECT TO LEGAL ACTION. THE CLIENT ACKNOWLEDGES THAT ANY BREACH OF CONFIDENTIALITY MAY RESULT IN IRREPARABLE HARM TO THE FREELANCER’S BUSINESS AND REPUTATION, AND THAT MONETARY DAMAGES MAY NOT BE AN ADEQUATE REMEDY FOR SUCH HARM. THE CLIENT AGREES THAT THE FREELANCER MAY SEEK INJUNCTIVE RELIEF AND ANY OTHER LEGAL REMEDIES AVAILABLE TO IT IN THE EVENT OF SUCH BREACH.

CONDUCT

THE FREELANCER RESERVES THE RIGHT TO TERMINATE THIS AGREEMENT IMMEDIATELY IF THE CLIENT ENGAGES IN ANY UNLAWFUL, UNPROFESSIONAL OR EXPLOITATIVE CONDUCT. SUCH CONDUCT INCLUDES, BUT IS NOT LIMITED TO, DISCRIMINATION, HARASSMENT, ABUSE, OR ANY OTHER BEHAVIOR THAT IS DEEMED BY THE FREELANCER TO BE INAPPROPRIATE OR UNETHICAL. THE FREELANCER SHALL PROVIDE WRITTEN NOTICE TO THE CLIENT OF THE TERMINATION, WHICH SHALL BE EFFECTIVE IMMEDIATELY UPON RECEIPT BY THE CLIENT. THE FREELANCER SHALL NOT BE HELD LIABLE FOR ANY DAMAGES, LOSSES, OR EXPENSES INCURRED BY THE CLIENT AS A RESULT OF SUCH TERMINATION. THE CLIENT SHALL HAVE NO RIGHT TO DISPUTE THE TERMINATION IN THE EVENT OF SUCH CONDUCT.

INCIDENTAL WORKS

WEBSITES CONSIST OF MANY MOVING PARTS AND THEREFORE OVER THE COURSE OF A WEB DESIGN OR DEVELOPMENT PROJECT THE FREELANCER MAY IDENTIFY ERRORS OR ISSUES WHICH NEED TO BE ADDRESSED IN ORDER TO BE ABLE TO COMPLETE THE WORKS DETAILED IN THE SCOPE OF WORKS. FOR HIGHLY TECHNICAL PROJECTS IT MAY BE THAT AN ERROR OR ISSUE IS CAUSED OR GENERATED AS A RESULT OF NEWLY INSTALLED PLUGINS, TWO OR MORE PLUGINS CONFLICTING WITH EACH OTHER OR ANOTHER UNFORESEEABLE INCIDENTAL TECHNICAL REASON. 

IF THIS OCCURS THE FREELANCER WILL ADVISE THE CLIENT OF THE ISSUE AS WELL AS AT THEIR DISCRETION PROVIDE A QUOTE FOR FIXING THE OUT OF SCOPE ERROR OR ISSUE. SHOULD THE CLIENT ACCEPT THE QUOTE IT WILL BE ADDED TO THE SCOPE OF WORKS, IF THE CLIENT REJECTS THE QUOTE THE FREELANCER WILL DELAY THE WORKS BY UP TO 7 DAYS TO GIVE THE CLIENT THE OPPORTUNITY TO HAVE THE ISSUE ADDRESSED BY ANOTHER DEVELOPER. SHOULD THE ERROR OR ISSUE GO UNADDRESSED FOR MORE THAN 7 DAYS THE DEPOSIT WILL BE FORFEITED AND THIS AGREEMENT TERMINATED. 

THE FREELANCER SHALL NOT BE OBLIGED TO GUARANTEE WEBSITE UPTIME OR ANY PARTICULAR LEVEL OF PERFORMANCE. THE FREELANCER SHALL USE THEIR BEST EFFORTS TO ENSURE THAT THE WEBSITE IS FUNCTIONAL AND ACCESSIBLE TO USERS, BUT SHALL NOT BE HELD RESPONSIBLE FOR ANY INTERRUPTIONS, DELAYS, OR OTHER ISSUES BEYOND THEIR CONTROL, INCLUDING BUT NOT LIMITED TO WEBSITE HOSTING, SERVER DOWNTIME, OR INTERNET CONNECTIVITY ISSUES. THE CLIENT ACKNOWLEDGES AND AGREES THAT THE FREELANCER IS ENGAGED ON A STRICTLY FREELANCE BASIS AND SHALL NOT BE RESPONSIBLE FOR THE ONGOING MAINTENANCE, SECURITY, OR UPTIME OF THE WEBSITE AFTER THE COMPLETION OF THE PROJECT, UNLESS OTHERWISE AGREED TO IN WRITING. THE CLIENT SHALL BE SOLELY RESPONSIBLE FOR ENSURING THAT THE WEBSITE IS MAINTAINED AND UPDATED AS NECESSARY TO ENSURE ITS ONGOING FUNCTIONALITY AND SECURITY. THE FREELANCER SHALL NOT BE HELD RESPONSIBLE FOR ANY LOSS OF REVENUE, DATA, OR OTHER DAMAGES RESULTING FROM ANY WEBSITE DOWNTIME, PERFORMANCE ISSUES, OR OTHER TECHNICAL PROBLEMS.

LEGAL 

THE FREELANCER WILL CARRY OUT WORK IN ACCORDANCE WITH GOOD INDUSTRY PRACTICE AND AT THE STANDARD EXPECTED FROM A SUITABLY QUALIFIED PERSON WITH RELEVANT EXPERIENCE. THAT SAID, THE FREELANCER DOESN’T GUARANTEE THAT WORK WILL BE ERROR-FREE AND IS NOT LIABLE TO THE CLIENT OR ANY THIRD-PARTY FOR DAMAGES, INCLUDING LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, EVEN IF THE CLIENT ADVISED THE FREELANCER OF THEM.

IF ANY PROVISION OF THIS CONTRACT SHALL BE UNLAWFUL, VOID, OR FOR ANY REASON UNENFORCEABLE, THEN THAT PROVISION SHALL BE DEEMED SEVERABLE FROM THIS CONTRACT AND SHALL NOT AFFECT THE VALIDITY AND ENFORCEABILITY OF ANY REMAINING PROVISIONS.

BOTH PARTIES AGREE THAT THEY’LL ADHERE TO ALL RELEVANT LAWS AND REGULATIONS IN RELATION TO ACTIVITIES UNDER THIS CONTRACT AND NOT CAUSE THE OTHER TO BREACH ANY RELEVANT LAWS OR REGULATIONS.

IF THE CLIENT FAILS TO MEET ITS OBLIGATIONS UNDER THE DATA PROTECTION ACT 2018 OR ANY OTHER DATA PROTECTION LEGISLATION THAT THE SITE OR CLIENT IS OBLIGED TO ABIDE BY, THE FREELANCER RESERVES THE RIGHT TO TERMINATE THIS AGREEMENT IMMEDIATELY BY PROVIDING WRITTEN NOTICE TO THE CLIENT. THE FREELANCER SHALL NOT BE HELD LIABLE FOR ANY DAMAGES, LOSSES, OR EXPENSES INCURRED BY THE CLIENT AS A RESULT OF SUCH TERMINATION.

IF THE FREELANCER SUSPECTS THAT THE CLIENT’S WEBSITE IS RUNNING NULLED OR UNLICENSED SOFTWARE OR PLUGINS, THE FREELANCER RESERVES THE RIGHT TO TERMINATE THIS AGREEMENT IMMEDIATELY BY PROVIDING WRITTEN NOTICE TO THE CLIENT. THE FREELANCER SHALL NOT BE HELD LIABLE FOR ANY DAMAGES, LOSSES, OR EXPENSES INCURRED BY THE CLIENT AS A RESULT OF SUCH TERMINATION. THE CLIENT SHALL HAVE THE OPPORTUNITY TO DISPUTE THE TERMINATION WITHIN THREE (3) BUSINESS DAYS AFTER RECEIPT OF THE WRITTEN NOTICE OF TERMINATION. THE DISPUTE SHALL ONLY BE SUCCESSFUL IF THE CLIENT PROVIDES EVIDENCE THAT THE SOFTWARE RUNNING ON THE SITE IS LICENSED, AND SUCH LICENSES WERE OBTAINED BEFORE THE FREELANCER COMMENCED WORK ON THE SITE. IF THE CLIENT FAILS TO PROVIDE SUCH EVIDENCE WITHIN THE ALLOTTED TIME, THE TERMINATION SHALL BE DEEMED FINAL AND BINDING. THE FREELANCER SHALL NOT BE HELD RESPONSIBLE FOR ANY LOSSES OR EXPENSES INCURRED BY THE CLIENT AS A RESULT OF SUCH TERMINATION.

ALL MONIES PAID TO THE FREELANCER UNDER THIS AGREEMENT ARE NON-REFUNDABLE. ONCE PAYMENT IS MADE, IT SHALL BE DEEMED AS FINAL AND BINDING. THE CLIENT SHALL NOT BE ENTITLED TO ANY REFUND OR REIMBURSEMENT FOR ANY PAYMENTS MADE TO THE FREELANCER, REGARDLESS OF WHETHER THE PROJECT IS COMPLETED OR NOT. THE FREELANCER SHALL HAVE THE RIGHT TO SUSPEND OR TERMINATE WORK ON THE PROJECT IF ANY PAYMENTS ARE NOT MADE IN A TIMELY MANNER. THE CLIENT SHALL BE RESPONSIBLE FOR ALL COSTS AND EXPENSES, INCLUDING BUT NOT LIMITED TO ATTORNEYS’ FEES, ASSOCIATED WITH THE COLLECTION OF ANY UNPAID AMOUNTS.

THIS CONTRACT STAYS IN PLACE AND NEED NOT BE RENEWED. IF FOR SOME REASON ONE PART OF THIS CONTRACT BECOMES INVALID OR UNENFORCEABLE, THE REMAINING PARTS OF IT REMAIN IN PLACE.

ALTHOUGH THE LANGUAGE IS SIMPLE, THE INTENTIONS ARE SERIOUS AND THIS CONTRACT IS A LEGAL DOCUMENT UNDER EXCLUSIVE JURISDICTION OF SCOTS LAW AND THE COURTS OF SCOTLAND.

INTELLECTUAL PROPERTY RIGHTS

JUST TO BE CLEAR, “INTELLECTUAL PROPERTY RIGHTS” MEANS ALL PATENTS, RIGHTS TO INVENTIONS, COPYRIGHT (INCLUDING RIGHTS IN SOFTWARE) AND RELATED RIGHTS, TRADEMARKS, SERVICE MARKS, GET UP AND TRADE NAMES, INTERNET DOMAIN NAMES, RIGHTS TO GOODWILL OR TO SUE FOR PASSING OFF, RIGHTS IN DESIGNS, DATABASE RIGHTS, RIGHTS IN CONFIDENTIAL INFORMATION (INCLUDING KNOW-HOW) AND ANY OTHER INTELLECTUAL PROPERTY RIGHTS, IN EACH CASE WHETHER REGISTERED OR UNREGISTERED AND INCLUDING ALL APPLICATIONS (OR RIGHTS TO APPLY) FOR, AND RENEWALS OR EXTENSIONS OF, SUCH RIGHTS AND ALL SIMILAR OR EQUIVALENT RIGHTS OR FORMS OF PROTECTION WHICH SUBSIST OR SHALL SUBSIST NOW OR IN THE FUTURE IN ANY PART OF THE WORLD.

THE CLIENT WILL OWN THE WEBSITE THE FREELANCER CREATES PLUS THE VISUAL ELEMENTS THE FREELANCER CREATES FOR IT ONCE THE FINAL INVOICE HAS BEEN CLEARED. THE CLIENT WILL OWN ALL INTELLECTUAL PROPERTY RIGHTS OF TEXT, IMAGES, SITE SPECIFICATION AND DATA THE CLIENT PROVIDED, UNLESS SOMEONE ELSE OWNS THE COPYRIGHT.