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Website Design & Development Agreement

This Website Design & Development Agreement sets out the terms that apply when Expand Digital Media Ltd provides website design, development or related project services.

It is designed to work alongside a separate Project Proposal or Project Schedule. That document will set out the particular project, scope, deliverables, price, payment terms and any project-specific requirements.

The Project Proposal explains what is being commissioned. This Agreement explains how the project will be delivered and the responsibilities that apply to both sides.

1. About Expand Digital Media

Expand Digital Media Ltd is a company registered in England and Wales under company number 11015070.

Our business and contact address is:

Expand Digital Media Ltd
56 High Street
Tamworth
Staffordshire
B77 1LP

Email: [email protected]
Telephone: 07421 134 676
Website: https://expanddigital.media/

In this Agreement, “Expand Digital Media”, “we”, “us” and “our” refer to Expand Digital Media Ltd. “Client”, “you” and “your” refer to the person, business or organisation entering into the relevant Project Proposal with us.

2. Relationship With the Project Proposal

This Agreement should be read alongside the Project Proposal and any written project-specific variation agreed between us.

The Project Proposal will normally set out matters such as:

the services being commissioned;
project scope and deliverables;
agreed functionality;
content responsibilities;
project-specific inclusions and exclusions;
estimated or target timescales;
project fees;
payment arrangements;
any particular requirements that differ from our standard terms.

Where there is a conflict between documents, a written project-specific variation expressly agreed by both sides will take priority, followed by the Project Proposal for matters specific to that project, followed by this Agreement.

Hosting, maintenance, SEO, Google Ads management or other ongoing services may also be subject to separate service-specific terms where applicable.

Website pages, sales conversations or general marketing material do not change an agreed project scope unless the change is confirmed in writing.

3. What We Agree to Do

We will provide the services described in the Project Proposal with reasonable care and skill.

Depending on the project, this may include website planning, information structure, design, WordPress development, ecommerce functionality, content support, forms, integrations, SEO foundations, testing, launch support and other related work.

We will:

work to the agreed scope;
keep you reasonably informed about progress;
ask for information, access, feedback and approvals when they are needed;
explain material decisions where they affect the project;
take reasonable care of information and access credentials you provide;
tell you if something arises that is likely to materially affect the agreed scope or timetable;
make reasonable efforts to meet agreed target dates.

Unless expressly stated otherwise in the Project Proposal, project dates are estimates rather than guarantees. Website projects depend on timely information, content, feedback, approvals and third-party systems, so progress depends on both sides completing what they have agreed to do.

4. What You Agree to Do

You confirm that you have authority to commission the project on behalf of yourself, your business or your organisation.

You agree to:

provide accurate information about your business and requirements;
provide content, images, branding, access credentials and other materials we reasonably request;
provide those materials in a usable format;
review work and provide clear feedback within reasonable timescales;
nominate an authorised contact where more than one person is involved;
ensure approvals given to us are properly authorised;
make agreed decisions in time for the project to progress;
make payments in accordance with the Project Proposal;
tell us promptly if something changes that may affect the project.

Deadlines work both ways. If information, access, content, feedback or approval is delayed, the project timetable may also need to move.

5. Project Scope

The agreed scope is the work expressly described in the Project Proposal.

Something is not automatically included because it would be useful, related to the website or technically possible.

Work outside the agreed scope may include things such as:

additional pages;
new functionality;
substantial changes to an approved design direction;
new integrations;
additional ecommerce functionality;
significant content work beyond what was agreed;
data migration not included in the Project Proposal;
additional rounds of work beyond the agreed process;
work created by a material change in your requirements;
third-party services not originally included.

Where a requirement is unclear, we will make reasonable efforts to clarify it before carrying out material additional work.

We will not knowingly carry out chargeable additional work without first making the change and any material cost implication clear.

6. Content, Images and Client Materials

The Project Proposal will state what content support is included.

Where we write, edit, structure or upload content, you remain responsible for confirming the accuracy of factual information relating to your business, including services, prices, products, policies, qualifications, claims and other organisation-specific information.

You are responsible for ensuring that material supplied to us can lawfully be used.

This includes text, photographs, video, logos, trademarks, fonts, illustrations, customer information, product information, documents, data and other copyrighted or licensed material.

By providing material to us for the project, you confirm that you either own the necessary rights or have permission to use it.

If we identify an obvious concern about supplied material, we may raise it with you, but we are not responsible for independently verifying ownership or licensing of every asset supplied by a Client.

Third-party stock images, fonts, software, plugins or other licensed assets remain subject to their own licence terms.

7. Design, Feedback and Revisions

Website design is a collaborative process.

We will give you reasonable opportunities to review the work and provide feedback at appropriate stages.

Feedback should be clear, reasonably consolidated where several people are involved, provided by or through the authorised Client contact and given within the agreed or reasonably requested timeframe.

The Project Proposal may specify a particular number of design concepts, revision stages or rounds of amendments.

Normal refinement within an agreed direction is included where the Project Proposal says it is.

A substantial change of direction after approval, or repeated requests that materially alter the original scope, may be treated as additional work. We will tell you before carrying out chargeable additional work.

8. Changes and Additional Work

We understand that website projects can evolve.

If you request something outside the agreed scope, we will normally explain what the additional work involves and any material effect it may have on cost or timescale before the work is carried out.

Additional work may be agreed by email, updated proposal, quotation, change request or another written record.

A completely new contract is not required every time a reasonable project variation is agreed.

9. Project Timetable and Client Delays

Any timetable depends on both sides completing their responsibilities.

If you delay providing content, feedback, access, approvals or other information needed for the project, we may move the project timetable, reallocate scheduled design or development time, pause the project until the required material is supplied, or provide a revised completion estimate.

We are not responsible for missing an original target date where the delay results from a Client dependency or circumstances outside our reasonable control.

21-Day Client Delay

If we ask you for information, content, images, access, feedback, approval or another item reasonably required to continue the project and you do not provide it within 21 calendar days, we may pause the project and invoice you for the work completed up to that point.

Any invoice raised under this section will reflect the value of work actually completed and any agreed third-party costs already incurred or committed.

Payment of an invoice under this section does not automatically cancel the project.

Once the outstanding information or material has been provided and any amount properly due has been paid, we can agree a revised timetable for the remaining work. The original project schedule cannot be guaranteed once the project has been delayed in this way.

Dormant Projects

If we are unable to progress the project for 30 consecutive days because required Client information, content, access, feedback or approval has not been provided, we may formally place the project on hold.

We will contact you before doing this.

When you are ready to restart, we will make reasonable efforts to return the project to our schedule, but the original delivery date cannot be guaranteed.

If a project remains dormant for 90 consecutive days, we may propose closing or rescheduling the project and dealing with any work completed and sums due in accordance with the Project Proposal and this Agreement.

Any restart fee or additional cost must be communicated before it is charged.

10. Testing and Browser Support

We build websites to work appropriately across current mainstream browsers and common screen sizes.

Testing normally covers current versions of major browsers including Google Chrome, Microsoft Edge, Mozilla Firefox and Apple Safari, together with representative mobile and desktop layouts.

Different browsers, operating systems and devices can render websites slightly differently. Our obligation is to provide an appropriate and functional experience, not pixel-for-pixel identical rendering across every possible device.

Testing of obsolete browsers, unusual devices, specialist environments or specific legacy systems is not included unless expressly agreed.

11. Accessibility

We aim to apply sensible accessibility practices as part of normal website design and development.

Unless the Project Proposal specifically includes formal accessibility testing or compliance against a named standard, the project does not include certification or a guarantee that the website will fully conform to a particular accessibility standard such as WCAG.

Where a specific accessibility requirement is important to the Client, it should be expressly included in the project scope.

12. Search Engine Optimisation

Where the project includes SEO foundations, we will carry out the work described in the Project Proposal.

This may include page structure, headings, metadata, indexing controls, internal linking, schema, technical foundations, content structure and local-search considerations where relevant.

Search engines are operated by third parties.

We therefore do not guarantee particular rankings, first-page positions, traffic levels, enquiry volumes, sales, continued ranking positions or indexing of every page.

Any ongoing SEO service is governed by its own agreed scope and, where applicable, separate service terms.

13. Third-Party Services, Software and Integrations

Modern websites commonly rely on services and software that we do not own or control.

These may include WordPress, WooCommerce, plugins, themes, payment gateways, booking systems, email services, analytics platforms, social media platforms, mapping services, APIs, fonts, stock libraries, hosting providers, domain registrars and other third-party integrations.

Where a third-party service is required, its own terms, pricing, licensing, privacy practices and availability may apply.

We are not responsible for a third party changing its service, pricing, API, functionality, licensing, compatibility, terms, security requirements or availability.

If a third-party change creates additional work after the original project has been completed, that work is not automatically included in the original project scope.

14. Hosting, Domains and Email

The Project Proposal will state whether hosting, domain management or related services are included.

Where Expand Digital Media provides ongoing hosting or maintenance, those services may be subject to separate ongoing service terms.

Domain names remain subject to the rules and terms of the relevant registrar and registry.

Unless expressly agreed otherwise, a domain registered for a Client should be held for that Client’s benefit.

Third-party domain or renewal charges may be payable separately where they are not expressly included in the Project Proposal.

Email hosting is not automatically included with website hosting.

If we help configure or connect a third-party email service, responsibility for the ongoing operation of that service remains subject to the provider’s own terms unless we have expressly agreed otherwise.

15. Website Security, Backups and Maintenance

During development, we will take reasonable care in configuring the website and systems included within the agreed project.

No website or internet-connected system can be guaranteed to remain completely secure or error-free indefinitely.

Websites require ongoing updates and maintenance after launch.

Unless ongoing maintenance is included under an active service agreement, the original website project does not create an indefinite obligation for Expand Digital Media to:

update WordPress;
update plugins or themes;
monitor security;
maintain backups;
repair future compatibility problems;
investigate future faults;
restore a compromised website.

Where ongoing hosting or maintenance is provided by Expand Digital Media, the relevant service terms will set out those responsibilities.

16. Launch and Acceptance

We will tell you when we believe the website is ready for final review or launch.

You will have a reasonable opportunity to identify material issues relating to the agreed scope before launch.

A website may be treated as accepted when you approve it for launch, instruct us to make it live, begin using the completed website in normal business activity, or do not identify a material scope-related issue within the final review period stated in the Project Proposal.

Acceptance does not remove our responsibility for genuine defects in our work that fall within the original project scope.

It also does not turn new requirements, changed preferences or later third-party problems into defects in the original project.

Post-Launch Defects

Unless the Project Proposal states otherwise, we will correct genuine defects in the agreed project reported within 30 days of launch without additional charge where those defects result directly from our work and fall within the original scope.

This does not include:

new requirements;
Client changes;
changes made by other suppliers;
third-party software or service changes;
content added or altered by others;
hosting problems outside our responsibility;
malware or unauthorised access not caused by our breach;
browser, operating-system or software changes occurring after launch.

17. Late Payment and Suspension

Payment amounts, due dates and the payment schedule are set out in the Project Proposal.

If an invoice becomes overdue, we will normally contact you and give you a reasonable opportunity to resolve it.

Where payment remains outstanding, we may pause further project work until the account is brought up to date.

For qualifying business-to-business debts, we reserve the right to claim statutory interest, fixed compensation and reasonable recovery costs where permitted under the Late Payment of Commercial Debts (Interest) Act 1998.

A reasonable suspension for non-payment may affect the original project timetable.

We will not be responsible for delay caused by a suspension made in accordance with this section.

18. Cancellation and Termination

Either side may end the project by giving written notice.

If you cancel before completion, you will be responsible for:

work completed up to the termination date;
agreed third-party costs already incurred or committed;
other non-cancellable project costs reasonably incurred on your behalf.

Any financial reconciliation will take account of payments already made and the payment arrangements in the Project Proposal.

We will not charge for uncompleted work simply because the project was originally expected to continue.

Material Breach

Either side may terminate the Agreement where the other commits a material breach and, where that breach can reasonably be remedied, fails to remedy it within 14 days of receiving written notice.

Either side may terminate immediately where the other becomes insolvent, ceases trading or is otherwise unable to meet its contractual obligations.

Our Right to Terminate

We may also terminate or refuse to continue work where:

continuing would require unlawful activity;
you request content or functionality that we reasonably believe is unlawful or fraudulent;
serious abusive or threatening behaviour makes the working relationship untenable;
invoices remain materially overdue despite reasonable attempts to resolve the matter.

On termination, we will make reasonable arrangements for handover of Client-owned material and other work to which the Client is entitled, subject to payment, third-party licensing, intellectual-property rights and technical limitations.

19. Intellectual Property, Code, Licences and Ownership

This section sets out clearly what belongs to the Client, what belongs to Expand Digital Media and what remains owned by a third-party provider.

Client Branding, Images and Content

The Client retains ownership of the branding, content and original material they provide for the project.

This includes, where applicable:

business names and trademarks;
logos and brand assets;
photographs and images supplied by the Client;
written content supplied by the Client;
product and service information;
documents and data;
other original Client materials.

Where Expand Digital Media creates or edits written website content specifically for the Client as part of the agreed project, ownership of the final approved written content will pass to the Client once all amounts due for the project have been paid in full.

Where Expand Digital Media creates bespoke photographs, graphics or other branding assets specifically for the Client and they are expressly included as Client deliverables in the Project Proposal, ownership of those final assets will pass to the Client once all amounts due have been paid.

The Client gives Expand Digital Media permission to use Client-owned material as reasonably necessary to design, develop, maintain and support the website.

Website Code and Technical Development

Unless expressly agreed otherwise in writing, Expand Digital Media retains ownership of the code, technical implementation and development work used to create the website.

This includes, where applicable:

custom HTML;
CSS;
JavaScript;
PHP and other custom development;
reusable code components;
templates and development structures;
scripts;
configuration methods;
development systems;
reusable functionality;
internal tools and code libraries.

Once all amounts due for the project have been paid, the Client receives a perpetual licence to use that code as part of the website created for them.

That licence allows the Client to operate, host, maintain and continue using the completed website for their own business or organisation.

Ownership of the underlying code remains with Expand Digital Media unless a separate written agreement expressly transfers it.

Website Design and Technical Structure

Expand Digital Media retains ownership of the underlying design systems, reusable layouts, development structures, methods and techniques used to produce its websites.

Once all amounts due have been paid, the Client receives a perpetual right to use the completed website design created for their project.

The Client’s own branding, imagery and written content within that design remain theirs.

WordPress and Open-Source Software

WordPress, WooCommerce and other open-source software remain subject to their respective open-source licences.

Nothing in this Agreement gives Expand Digital Media or the Client ownership of third-party open-source software or removes rights already granted under its applicable licence.

Commercial Plugins, Software and Third-Party Licences

Third-party software remains owned by its respective developer, publisher or rights holder.

This may include commercial plugins, themes, fonts, libraries, software services and other licensed components used to build or operate the website.

Where Expand Digital Media purchases, holds, maintains or provides a commercial licence through an agency, developer, multi-site or subscription account, that licence remains owned or controlled by Expand Digital Media subject to the terms of the relevant provider.

The Client does not acquire ownership of an Expand Digital Media licence merely because software covered by that licence is used on their website.

Where permitted by the relevant provider, the Client receives the benefit of that licensed software while the service or arrangement through which Expand Digital Media provides the licence remains active.

If the Client stops using an Expand Digital Media service through which a commercial licence is provided, the Client may need to purchase their own licence to continue receiving updates, support or access to the licensed functionality.

We will make material licence dependencies reasonably clear where losing access to a licence could materially affect the continued operation or maintenance of the website.

Client-Purchased Licences

Where a Client purchases a plugin, theme, font, image, domain, software subscription or other third-party product directly in their own name or account, that licence or account remains theirs and is governed by the relevant provider’s terms.

Domains

A domain registered or managed by Expand Digital Media on behalf of the Client is held for the Client’s benefit unless expressly agreed otherwise.

Ownership and registration rights remain subject to the terms of the relevant registrar and registry.

Access and Handover

Once the project is complete and all amounts due have been paid, we will provide the Client with the access reasonably required to operate and manage their completed website, subject to any ongoing hosting, maintenance or third-party licensing arrangements.

Providing administrative access, files or other handover material does not transfer ownership of Expand Digital Media’s code, licences, reusable components, development systems or other intellectual property.

Where continued operation, updates or maintenance of part of the website depends on a licence controlled by Expand Digital Media, we will explain the relevant options if the Client stops using the service through which that licence is provided.

20. Portfolio and Marketing Use

Unless you tell us in writing that the project is confidential or that public use is not permitted, Expand Digital Media may identify your organisation as a Client and display completed public-facing work in our portfolio, case studies, proposals, social media, presentations and other marketing materials.

We may use your business name, publicly used logo and screenshots or visuals from the completed public website for this purpose.

We will not knowingly publish confidential information, private analytics, commercially sensitive information or unpublished project material without permission.

If you ask us not to use the project publicly, we will respect that request.

21. Confidentiality

Either side may receive confidential information from the other during a project.

Both sides agree to use confidential information only for purposes connected with the project, take reasonable steps to keep it secure and not disclose it unnecessarily to third parties.

This does not apply to information that is already publicly available through no breach of this Agreement, was lawfully known before disclosure, is received lawfully from another source or must be disclosed by law or regulatory requirement.

These confidentiality obligations continue after the project ends.

22. Data Protection

Both sides will comply with applicable UK data protection law, including the UK GDPR and Data Protection Act 2018 where relevant.

Each side is responsible for personal information it processes as an independent controller.

Where the agreed services require Expand Digital Media to process personal data solely on your behalf as a processor, any additional processor terms required by Article 28 UK GDPR will apply where those obligations are not already adequately covered by another agreement.

You remain responsible for determining the lawful basis, privacy information and business purposes applicable to personal information collected through your website unless we have expressly agreed to provide specific data protection documentation or advice.

We may provide technical implementation assistance, but website design services are not legal advice.

23. Warranties and Responsibilities

Expand Digital Media will perform the agreed services with reasonable care and skill.

We do not warrant that:

a website will be completely free from every error;
third-party software will always operate without interruption;
every future browser or device will remain compatible indefinitely;
a website will be immune from every security threat;
a website will produce a particular commercial result;
search engines will rank the website in a particular position.

Where we identify a defect that falls within our agreed responsibility, we will make reasonable efforts to correct it.

You remain responsible for your underlying business decisions, legal obligations, products, services, claims and information published through the website.

24. Liability

Nothing in this Agreement excludes or limits liability for death or personal injury caused by negligence where liability cannot lawfully be excluded, fraud or fraudulent misrepresentation, or any other liability that cannot legally be excluded or limited.

Subject to those exceptions, neither side will be liable to the other for indirect or consequential losses that were not reasonably foreseeable when the Agreement was entered into.

To the fullest extent permitted by law, Expand Digital Media will not be liable for loss caused by inaccurate information supplied by the Client, changes made to the website by the Client or a third party after handover, failure of third-party services outside our reasonable control, failure to maintain or secure the website where no active maintenance responsibility exists, search-ranking changes, or failure to achieve a commercial result that was never guaranteed.

Subject to liability that cannot legally be limited, Expand Digital Media’s total aggregate liability arising from a project will not exceed the total fees paid or payable to Expand Digital Media for the project giving rise to the claim.

Nothing in this section limits the Client’s obligation to pay properly due invoices.

25. Force Majeure

Neither side will be responsible for delay or failure caused by circumstances outside its reasonable control.

These may include natural disasters, serious illness, fire, flooding, war, civil disturbance, government action, major power, internet or network failures, widespread third-party infrastructure failures, cyber incidents not caused by the affected party’s negligence, industrial disputes or comparable events that could not reasonably have been prevented.

The affected side will make reasonable efforts to communicate what has happened and resume performance when reasonably practicable.

26. Mutual Cooperation

Both sides agree to act reasonably and cooperate in completing the project.

Neither side will deliberately obstruct the other’s ability to perform its obligations.

Where an administrative, technical or project issue arises that is not specifically addressed in this Agreement, both sides will make reasonable efforts to resolve it consistently with the agreed project scope and purpose.

27. Assignment

Neither side may transfer this Agreement to another person or organisation without the other’s written consent, except as part of a genuine sale, transfer or restructuring of the relevant business where the new party assumes the obligations under the Agreement.

Consent will not be unreasonably withheld where the proposed transfer does not materially prejudice the other side.

28. Entire Agreement

This Agreement, the relevant Project Proposal and any expressly agreed written variations form the agreement between Expand Digital Media and the Client in relation to the project.

They replace earlier discussions or representations about the same project to the extent those discussions are inconsistent with the final written agreement.

Nothing in this section excludes liability for fraud or fraudulent misrepresentation.

29. Severability

If any provision of this Agreement is found to be unlawful, invalid or unenforceable, it will be treated as severed or limited to the minimum extent necessary.

The remaining provisions will continue to apply.

30. No Waiver

If either side does not immediately enforce a right under this Agreement, that does not mean the right has been waived.

31. Third-Party Rights

Unless this Agreement expressly says otherwise, a person who is not a party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce its terms.

32. Changes to This Agreement

Expand Digital Media may update its standard Website Design & Development Agreement for future projects where its services, business operations or legal requirements change.

Each version will show its own version number and effective date.

A project already entered into will continue to be governed by the version accepted for that project unless both sides agree in writing to adopt a later version or another variation.

Changes to an existing project that materially affect scope, payment, ownership or liability must be agreed in writing.

33. Governing Law and Jurisdiction

This Agreement is governed by the laws of England and Wales.

Subject to any rights that cannot lawfully be restricted, the courts of England and Wales will have jurisdiction over disputes arising from this Agreement.

34. Acceptance

The Client accepts this Agreement by signing or otherwise formally accepting the Project Proposal that incorporates or refers to this Agreement.

By accepting the Project Proposal, the Client confirms that they have had the opportunity to read this Agreement and agree that it forms part of the contract for the project.