Acceptance: the acceptance, or the acceptance presumed to have been given, of the Website by the Client.
Acceptance Tests: The tests that are required to be performed on the Website are in conformity with Article 5.
Bespoke Software: Implies computer programs written by Nick Walsh Studios Ltd. exclusively for the Client in accordance with the terms of this agreement.
Nick Walsh Studios: The primary designer and any of their workers, associates, or subcontractors.
Nick Walsh Studios Software: means
- Those software applications that are exclusive to Nick Walsh Studios Ltd and were made available to The Client in their initial form;
- Nick Walsh Studios Limited will offer the Client unmodified copies of any third-party software utilized by the Company but remains the Third Party’s property.
- Software with a publicly accessible source code.
The Client: The organization or person interested in acquiring the services provided by Nick Walsh Studios Ltd.
The Client Materials: this means the material The Client has submitted to Nick Walsh Studios Ltd at various times for integration into the Website.
Services: Refers to the work to be done by Nick Walsh Studios Ltd for The Client, including development and design and any additional services that may be agreed upon in writing.
Specification: refers to the website’s agreed-upon requirements as required in a written contract between Nick Walsh Studios Ltd and the customer.
Vulnerabilities: indicates a vulnerability in the security of a system, either software or hardware, that can be exploited to cause harm to the system’s privacy, security, or availability.
Website: Nick Walsh Studios Ltd. is charged with creating and developing the website.
- After receiving a written order from The Client and entering into a legal agreement, Nick Walsh Studios Ltd will utilize its best efforts to complete the design and development work.
- Customers must be at least 18 years old for Nick Walsh Studios Ltd. to carry out any work for them.
3. Website Design and Development:
- Nick Walsh Studios Ltd. is dedicated to putting forth all possible efforts to ensure that the Website is designed, developed, and delivered per the Requirement.
- Despite our best efforts, Nick Walsh Studios Ltd makes no guarantees about the following with respect to the Website or any scripts or programs you may be using:
- Client’s access to and usage of the Site and Services must be free of disruption or mistake; or
- We make no promises that the Website or any part of it, or the Services it provides, will operate error-free or that we can pay for any damages you may experience due to any such problems.
- The Client understands and accepts that deadlines during execution can be significantly impacted by variables such as interpretation, testing, reworking, incompatibilities with current platforms and technology or scripts, compatibility concerns, and other considerations. As a consequence of this, Nick Walsh Studios Ltd. will not be responsible for any expenditures paid, compensation received, or profits lost as a result of failing to fulfill any deadlines that were agreed upon.
- All timescales offered and agreed upon are only approximations, and the passage of time is not considered to be of the utmost importance. Any request to update or revise the Specification made by The Client shall be subject to the judgment of Nick Walsh Studios Ltd. maintains the right to impose extra costs and prolong any agreed-upon timescale in order to meet such a request. However, the company is under no obligation to accede to the terms of the request.
- If there is any uncertainty about this matter, let it be known that any previously projected timeframes will be null and invalid if the Client makes any changes to a project brief or Specification after the date that the project was originally scheduled to begin. If a prolonged client brief causes Nick Walsh Studios Ltd. to miss a project deadline, the company will not assume any responsibility for the missed date.
4. Client Obligations
- The customer undertakes to collaborate with Nick Walsh Studios Ltd promptly and that Client’s provision of accurate and comprehensive brief, design specifications, Specifications, information, and data is critical to Nick Walsh Studios Ltd’s ability to perform the Services.
- The Client is responsible for ensuring that Nick Walsh Studios Ltd has access to and uses all information, data, and documents that may be legitimately necessary by Nick Walsh Studios Ltd for Nick Walsh Studios Ltd to fulfill its duties as outlined in this agreement.
- The Client is responsible for ensuring that Nick Walsh Studios Ltd has quick access to all Client Materials that are necessary for the successful completion of the Services or that have been otherwise decided upon before the end of a certain deadline.
5. Acceptance of Site
- The Supplier is accountable for conducting the Quality Assurance after Nick Walsh Studios Ltd. has finished designing and developing the website in compliance with the Specification and/or brief of the Project Plan.
- The Acceptance Tests will examine whether or not the Website complies with the Specification.
- The website will be accepted when all of the Acceptance Tests have been completed by the website in question. Upon completing the Acceptance Tests, Nick Walsh Studios Ltd will contact The Client and provide a full report with all test results.
- If the Acceptance Tests are not passed due to a flaw that was created by the Client, one of the Client’s subcontractors, or an agent of the Client, for whom Nick Walsh Studios Ltd is not responsible, then Nick Walsh Studios Ltd is not responsible (Non- RWL Defect). Regardless of the existence of this Non-RWL Defect, the Website will be considered to have completed all of the Acceptance Tests. If The Client makes a reasonable request, Nick Walsh Studios Ltd. is obligated to give help in the form of extra services or goods to cure any Non-RWL Defect. The Customer is required to pay Nick Walsh Studios Ltd the entire amount for all these extra services and goods at the fees and pricing that were in effect when Nick Walsh Studios Ltd provided them.
- When any of the following situations happens, acceptance of the website will be presumed to have taken place:
- The Customer utilizes any aspect of the Website for activities that generate income or that involve the provision of services to third-party companies other than for the objectives of testing, or the Customer violates any of the following terms and conditions:
- If the Customer causes a delay of more than seven business days after Nick Walsh Studios Ltd is ready to begin performing the applicable Acceptance Tests or any retests, Nick Walsh Studios Ltd could terminate the Agreement.
- For 30 days after Acceptance, Nick Walsh Studios Ltd guarantees that the Website will comply significantly with the Standard. If the Website does not function as expected, Nick Walsh Studios Ltd shall, at no extra cost, perform any work required to bring the Website into significant compliance with the Specification.
- If any Client Materials are responsible for the Website’s failure to function substantially in accordance with the Specification, the guarantee that is outlined in section 6.1 does not apply to the extent that such failure occurs.
- In this agreement, Nick Walsh Studios Ltd.’s duties and responsibilities in relation to the provision of the Services are laid out in their whole, including the full extent of their scope. It is clearly agreed upon that any limitations, guarantees, or other terms about the Services that could otherwise be included in this agreement or any collateral arrangement (whether by legislation or in any other way) will not apply.
7. Intellectual Property Rights
- Subject to the provisions of section 7.2, Nick Walsh Studios Ltd. will hand over control of the Website to The Client after full payment for any outstanding expenses and fees.
- The parties acknowledge and agree that, except for those express provisions to the contrary, this contract does not hand over control of, or develop any business license (implied or otherwise) in, any intellectual property rights contained in the Nick Walsh Studios Software. Furthermore, this contract does not create any licenses in intellectual property rights in the Nick Walsh Studios Software.
- The Client will acquire complete ownership of the intellectual property rights associated with the Bespoke Software after all charges that are still owed have been paid in full.
- The Client is granted a license to use the Nick Walsh Studios Software to use and run the Website in the normal course of business by Nick Walsh Studios Ltd., which provides the Client this license on a non-exclusive basis.
- If The Client’s provided Client Materials infringe on the rights of a third party, Nick Walsh Studios Ltd will not be held liable. Nick Walsh Studios Ltd. shall not be held liable for any consequences, damages, or expenditures incurred as a result of any activity or allegation that The Client Materials breach the Intellectual Property Rights of a third party. This obligation falls to the Client, who shall compensate Nick Walsh Studios Ltd.
- For the avoidance of doubt, Nick Walsh Studios Ltd reserves the right to reject any Client Material of a copyrighted nature until acceptable evidence is supplied of authorization to use such material.
8. Website and Content
- Nick Walsh Studios Ltd retains all ownership rights to any photographs or other media used on the Website or in its visual design, including those used in online or physical portfolios. Additionally, every completed design must have the ‘Nick Walsh Studios logo/text’ and a clickable link to nickwalshstudios.com.
Unless another agreement to a different effect was made before the beginning of the project.
- The Client is responsible for ensuring that the Customer Services and any other materials submitted to the Website do not violate relevant laws, rules, or third-party rights. This includes components that are obscene, immoral, pornographic, seditious, inflammatory, libelous, threatening, potentially likely to encourage racial hate or terrorist attacks, threatening, blasphemous, or in infringement of any third party rights of intellectual property (Inappropriate Content).
- The Customer understands and agrees that Nick Walsh Studios Ltd does not own, operate, or otherwise be responsible for any material posted on the Website by visitors. Whenever Nick Walsh Studios Ltd has cause to believe certain posted material is Offensive Content, it has the right to delete such content from the Website.
- Nick Walsh Studios Limited is entitled to be indemnified by the Client against all penalties, damages, and costs that may arise as a consequence of any action or allegation that the Client Materials or any other content that has been published to the Website constitutes Inappropriate Content.
- Nick Walsh Studios Ltd is permitted to use the phrase “Designed and created by Nick Walsh Studios Ltd” on the Website’s front page in a mutually agreeable way.
9. Database, Application, and E-Commerce Development:
- Nick Walsh Studios Ltd. is not liable for any damages that may be suffered as a result of the usage of the Website that was designed for The Client, except in those specific instances where this contract expressly provides otherwise. Although every precaution has been made to guarantee that the website is error-free and up-to-date, the Client must ultimately check that it is operational before using it.
- Before any application or software linked to the Website that Nick Walsh Studios Ltd built was made accessible to the general public for usage, the Customer is required to do exhaustive testing on the product. If errors, “bugs,” or other problems are discovered after the Website has been made publicly available, Nick Walsh Studios Ltd will make all rational efforts to correct these problems so that the Website can meet the standards of functionality outlined in the Specification. This obligation applies only if the problem is discovered during the warranty period highlighted in clause 0. Before Acceptance, the customer is responsible for providing Nick Walsh Studios Ltd with a complete “Final Snag List,” on which they should note any defects and submit the list.
Nick Walsh Studios Ltd. guarantees that any website will work properly on the server on which it is first placed in line with the warranty duration. This will be done by following certain procedures. If The Client needs a certain browser, then this should be mentioned by The Client in the first specifications and Requirements. Nick Walsh Studios Ltd can only promise that some browser software will perform correctly.
11. Website Hosting:
- Hosting and/or security of a website are yearly services that are automatically renewed to provide continuous service and prevent disruptions to company operations. If at any time you decide that you no longer desire to continue using the service or cancel it altogether, please send us an email to let us know. After that, you will get an email from us confirming that this service has been terminated.
- Hosting services, if provided, are subject to an extra price and are not included in the costs associated with the design and development of the website. Nick Walsh Studios Ltd.
- Nick Walsh Studios Ltd could provide recommendations for web hosting providers; however, Nick Walsh Studios Ltd makes no assurances as to the accessibility or disruption of these services and thus cannot be held liable for losses incurred as a result of the availability, malfunctioning, or disruption of this service, including but not limited to loss of circulation, sales, revenue, profits, or indirect, consequential, or special loss.
- If the need arises, Nick Walsh Studios Ltd has the right to discontinue the free hosting service and refuse to deal with any content that might be considered offensive, unlawful, or contentious.
- In instances in which applications or websites are built on servers that Nick Walsh Studios Ltd. does not suggest, the Client is responsible for providing or seeking any information, extra software, assistance, or cooperation relevant to the server that is necessary for the program to be appropriately produced. When developing big applications, the customer must offer a proper testing environment equivalent to the one used for final production.
12. Website Optimization:
- We cannot provide any promises about the position we will attain for the Website due to external variables such as modifications in the criteria by which search engines evaluate websites and determine their ranks. When you optimize your website, you’ll experience more visitors just from the increased visibility that results. We cannot take responsibility for any reduction in position or modification in rankings that may occur on your website due to modifications to the ranking algorithms used by search engines or the criteria they consider when determining the order in which websites appear in search results.
- When optimizing websites, we make use of what is known as “white hat approaches,” and our end goal is to have your website ranked in the top ten within a period of six months after beginning the optimization method. Because of the amount of necessary work, payment is often requested in advance, and we cannot grant any customers a reimbursement of any cash paid in connection with this kind of service.
- Nick Walsh Studios Ltd. reserves the right to refuse work on any project that contains racist, sexist, homophobic, transphobic, sexist, or sexist trans content.
- Except as provided by paragraph 13.2, each party agrees that it will not, at any time during this contract and for a period of 2 (two) years after termination, reveal to any person any sensitive information about the business, affairs, consumers, clients, or suppliers of the other party.
- Information that one party considers private may be shared by the other:
220.127.116.11. Any party may disclose Confidential Information to its employees, officers, representatives, or consultants who need to know such information in order to exercise the party’s rights or carry out its responsibilities under this Agreement. If one party reveals the other’s sensitive information to its staff, directors, agents, or advisors, that party is responsible for ensuring that those individuals comply with the terms of this section 13.2; and
13.2.2. to the extent necessary to comply with the requirements of the law, a court of the competent court, or other governmental or administrative entity.
- Neither party may use the sensitive information of the other party for any purpose that is not directly related to the exercising of its rights or the performance of its responsibilities under or in relation to this agreement.
14. Payment of Accounts:
- Before starting any conceptual design, Nick Walsh Studios Ltd demands a non-refundable deposit equal to fifty percent of the total cost of all of our projects unless otherwise consented upon in writing (unless stated otherwise). The remaining fifty percent of the payment is payable after the website has been finished but before any requested “go-live date.”
- After the design and development of a website have been finished, the remaining money will be payable in line with our payment conditions.
- The Client must pay the remaining amount of money in full after they have made a deposit and finished the job. If such payments are received after the due date, we shall contact customers through email and telephone to remind them of their need to make such payments.
- If debts are not resolved, or Nick Walsh Studios Ltd. has not been notified about the delays, accessibility to the associated website may be prohibited, and web pages may be withdrawn. We may then take legal action to collect our unpaid bills and expenses spent throughout the procedure.
15. Consultancy Services
Clients with minimal website expertise and experience may use Nick Walsh Studios Ltd’s website and SEO consultation services for a charge of £50 per hour, or any portion thereof. Every new customer who purchases a website design from us is eligible for a free consultation lasting up to an hour. If you need any more consulting or guidance, whether written or verbal, Nick Walsh Studios Ltd. retains the right to add the price of such services to the final bill.
16. Your Privacy:
We will only send you emails or call you about things that have to do with your job. We won’t give or sell your personal information to other businesses without your permission.
17. Entire agreement
- All other contracts, assurances, guarantees, promises, representations, and interpretations between the participants, whether written or oral, about the subject matter of this Agreement are expressly canceled and replaced by this Agreement.
- Each party acknowledges and accepts that it will not have any legal recourse about any statement, representation, assurance, or guarantee (regardless of whether it was made innocently or negligently) that is not included in this agreement. Each party acknowledges and accepts that it will not have any claims for fraudulent misstatement or misrepresentation depending on any statement in this agreement, regardless of whether the statement was made innocently, negligently, or both.
18. Force Majeure
Any delay or failure by any party to fulfill its responsibilities due to events, circumstances, or causes beyond its reasonable control will not be considered a violation of this Agreement or a basis for liability on either party’s behalf. In these situations, the party adversely affected has the right to demand a reasonable extension of the deadline for carrying out the responsibilities in question. After three months of delay or non-performance, the other party may cancel this agreement with 14 days written notification to the party whothat is being delayed or not performing.
19. Limitation of Liability
- Nick Walsh Studios’ responsibility is not restricted or excluded herein to the extent that such exclusion or limitation would violate any mandatory law provisions.
- Nick Walsh Studios Ltd. will not be held accountable for any problems arising between the site owner and their customers, nor will they get involved in such disputes. Additionally, Nick Walsh Studios Ltd. cannot be made responsible for any misconduct on the part of a site owner.
- Since the work was completed on behalf of The Client or any of The Client’s chosen agents, Nick Walsh Studios Ltd. will not be held accountable for any expenditures that were spent, compensation that was lost, or loss of wages.
- Subject to the provisions of article 19.1, Nick Walsh Studios Ltd. disclaims all responsibility for the following and does not accept liability for them:
- the decline in revenue;
- a decrease in revenue or business;
- Loss of commitments made under contracts or agreements.
- Loss of savings that were expected;
- Software, data, or information that becomes unusable or becomes corrupted;
- harm to or loss of the company’s goodwill; and
- Negative results that were not intended.
- Subject to the provisions of paragraph 19.1, the total liability of Nick Walsh Studios Ltd. to The Customer shall not exceed the entire amount of fees paid by The Client to Nick Walsh Studios Ltd. in accordance with this agreement.
- Nick Walsh Studios Limited can terminate the arrangement with The Client by providing a written notice of termination that is at least 14 days in length. This does not impact Nick Walsh Studios Limited’s other rights or remedies.
- Without impacting any other rights or remedies that may be accessible to it, any party can immediately end the agreement by providing written notice to the other party if one of the following conditions is met:
- If the other party violates a significant provision of the agreement and (assuming that the breach is correctable) fails to correct the breach within thirty days of being told in writing to do so, then the agreement may be terminated.
- If the other party takes any action that might lead to it going into administration, provisional liquidation, or making any kind of settlement with its creditors, then the other party will be in breach of this agreement (other than in relation to a solvent restructuring), submitting a petition to the court requesting or securing a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, except for the purpose of a solvent reorganization), having a receiver assigned to any of their properties, or ceasing to continue on business are all examples of actions that might result in the company losing its ability to pay its creditors.
- If the customer is unable to pay any sum due under the arrangement on the deadline for payment, Nick Walsh Studios Ltd may discontinue the delivery of Services underneath the arrangement or any other arrangement between Nick Walsh Studios Limited and the client without impacting any other right or remedy available to it.
20.4 If the agreement is terminated or expires for any reason, the Client is obligated to immediately pay Nick Walsh Studios Ltd. any and all outstanding unpaid invoices as well as any accrued interest. In addition, in the case of services that have been provided but for which no receipt has been provided, Nick Walsh Studios Ltd. will provide an invoice, and the Customer is required to pay it immediately upon receipt.
21. Complaints Procedure:
- If you have a formal complaint, please write to Nick Walsh Studios Ltd, and they will respond to confirm receipt and begin looking into the situation promptly.
- You should get an immediate reaction to any complaint within seven days of receipt; a thorough and considerate answer to the complaint should be provided within thirty days; and any subsequent solution should be executed with the shortest possible delay.
22. Governing law
This Contract will be regulated by and interpreted in accordance with the english legal System, regardless of the nature of the dispute or claim (including any non-contractual disputes or claims) that may arise between the parties out of, in relation to, or in connection with it.
Regardless of the nature of the disagreement, the parties hereto voluntarily submit to the sole competence of the courts of England and Wales to resolve any dispute or complaint (including non-contractual disputes or claims) coming out of or about this Agreement or its subject matter or formation