This agreement covers the supply of all website design services and website design packages ordered by the Client from Brand Chapter Agency and lists the contractual obligations of both parties, even in the absence of a specific written contract.
1. Commencement of Website Design Services
Brand Chapter Agency will commence the supply of website design services only after receiving the following from the Client:
- written or email confirmation of the order by the Client; and
- final contents for the website, including logo, graphics, and website copy; and
- any deposit payment;
2. Obligations and Responsibilities
The Client and Brand Chapter Agency agree to the following:
Brand Chapter Agency Obligations
Brand Chapter Agency will provide website design services in a fair and reasonable manner and will endeavour to develop an excellent
working relationship with the Client.
Brand Chapter Agency will:
- Consult with the client as to their specific website design requirements
- Prepare and supply to the client, website design concept proofs for the client to review and sign-off
- Supply the client with a website and website pages that match the website design visual signed off by the client
- Set up website hosting if hosting has been ordered by the
For the Client:
- Keep the client well informed of the design process and provide the client with regular updates throughout the website
The client will:
- Provide clear and unambiguous instructions to Brand Chapter Agency as to their website design requirements
- Provide the contents for the website in a timely manner
- Sign off the website deliverables in a timely manner and prior to the website going live
- Inform Brand Chapter Agency of any issues that may impact on the delivery of the website
- Respond to requests for information from Brand Chapter Agency in a timely manner
3. Testing, sign off & requirements
In addition to the chosen website design package Brand Chapter Agency will request that the Client signs off the website design concept and the final website. If the Client is not satisfied with the design concept or the final website, Brand Chapter Agency will make the necessary changes so long as the changes are within the scope of the chosen website design package. This process will continue until the design concept, or final website is accepted and signed off in writing (or via email) by the Client. If the Client requests additional or changed functionality or content that falls outside of the website package ordered by the Client Brand Chapter Agency will charge for these additional requirements on an hourly basis.
4. Payment terms
- A non-refundable deposit is due on placing an order of the website
- If the website development extends beyond 40 days, Brand Chapter Agency may at its discretion invoice the Client progress payments
- All invoices are due within seven days from the date of invoicing
- Brand Chapter Agency will only put the website live once all invoices have been paid for in full
5. Overdue accounts
- Any debt collection costs incurred by Brand Chapter Agency for recovery of any monies owed to Brand Chapter Agency by the Client will be paid for by the Client
- Brand Chapter Agency reserves the right to charge 5% interest on any overdue amount
- Brand Chapter Agency may at its sole discretion refuse to provide further services to the Client due to overdue accounts or poor payment history
- Brand Chapter Agency may suspend any website it hosts without notice due to unpaid accounts, website hacks or website instability
- Brand Chapter Agency may suspend any developer licensing it has provided to the client for commercial plugins used on the client’s website due to unpaid accounts
The fees for the website will be the price advertised at the time of the order for the chosen website package or service, plus any additional charges incurred for requests over and above the scope of the chosen website package or service. Additional work will be charged out at Brand Chapter Agency’ normal hourly rate. Brand Chapter Agency may change its hourly rate at any time and without notice to the Client.
The Client must have permission to use any artwork, imagery or content they supply to Brand Chapter Agency. The Client will indemnify Brand Chapter Agency against any legal proceedings that may arise due to any breach of Copyright caused by material provided by the Client to Brand Chapter Agency for use in the website design.
8. Ownership of Website
Brand Chapter Agency will provide a finished website to the Client in the form of source code and asset files. These files become the exclusive property of the Client upon acceptance of delivery. However these files are partially based on a non-exclusive code base created and maintained by Brand Chapter Agency, and in some cases, existing code was used to help create the deliverables. Such code and other underlying technologies do NOT become the property of the Client, only the finished website.
In addition, the website may depend on code, objects and other third-party utilities that are the property of their respective owners. No rights to these dependencies are expressed or implied. Additional licensing may be required with third party assets. In the case where Open Source software or premium WordPress software has been used in the development of the website, the licensing and intellectual property rights will be those that are attached to the software and copyright of that software and will be retained by the original software developer(s).
9. Client agrees to receive electronic messages from Brand Chapter Agency
The client agrees to receive commercial electronic messages from Brand Chapter Agency. Brand Chapter Agency will not send messages to the Client should the Client opt out of receiving electronic messages from Brand Chapter Agency.
10. Maintenance after the Website is Live
Any website changes or updates requested by the Client after the website has gone live will incur additional fees and will be charged out by Brand Chapter Agency at their standard hourly rate at RM150/hour.
11. Search Engine Optimisation (SEO)
The website pages will be accessible to the search engines; however, Brand Chapter Agency does not provide any guarantee of any improvement in your search engine rankings or that your website will rank for any specific keyword or keyword phrase. SEO is a specialist skill, and the Client may need to engage the services of an SEO specialist to achieve the desired search engine rankings.
12. Browser Testing
Brand Chapter Agency will test the final website in the most commonly used modern web browsers. Brand Chapter Agency cannot guarantee that the website will look identical on all web browsers, but it will look to be an approximation of the design concept signed off by the client.
13. Mobile Testing
The website will be mobile phone ‘friendly’ and responsive in design so that it ‘adapts’ to the size of the device accessing the website.
The mobile website will not look identical to the desktop website but will be in keeping with branding and logo identity. Brand Chapter Agency will test the website in multiple devices, but due to a large number of mobile devices and display resolutions, we cannot guarantee that the website will look the same across all devices. The mobile adaptations made by Brand Chapter Agency will be at their sole discretion and in line with industry standards and will be for two mobile device breakpoints (small and medium devices), any requirements for coding for a specific device or breakpoint will be an additional charge and fall outside of the website package.
14. 3rd Party Hosting
If the Client does not host the website with Brand Chapter Agency, the Client will be responsible for choosing, paying for, and maintaining their Hosting solutions and associated services. As a courtesy, Brand Chapter Agency may offer suggestions. However, Brand Chapter Agency is NOT responsible for downtime, poor performance, or loss of data. Additionally, Brand Chapter Agency is not responsible for any bug caused by changes on the Host after the website has gone live or during the development of the website, including but not limited to updates to the operating system, compile systems, code libraries and languages, or any changes resulting from security violations or settings.
15. Security & Updates to WordPress
Due to the nature of rapidly advancing technology and the open source nature of WordPress and WordPress themes and plugins, Brand Chapter Agency cannot guarantee that the website will be safe from security breaches, unauthorised access, or hacking.
Brand Chapter Agency recommends the use of strong passwords and the observance of standard security practices. To minimise the chances of security violations, WordPress and its plugins and themes must be kept up to date. The Client is solely responsible for tracking software updates unless there is a separate agreement with Brand Chapter Agency for providing these maintenance updates. Any updates during the life of or after the expiration of the Contract can be negotiated as an addendum to this Contract or as an additional support Contract.
16. Hacked websites
Brand Chapter Agency will not be responsible for any security breach, or hacking of the website and the Client will need to cover the costs of repairing and restoring the website as a 3rd party service provider may need to be hired to clean and restore the website.
Either party may terminate the agreement on seven working days’ written notice to the other party. If Brand Chapter Agency has commenced work for the client before the cancellation, the client will be liable for any hours worked at Brand Chapter Agency’ standard hourly rates. Brand Chapter Agency may terminate this contract should the Client go into liquidation or bankruptcy.
18. Right to Sub-Contract
Brand Chapter Agency may subcontract the performance of any of their responsibilities under this contract to another party whenever necessary to deliver the project in timely manner.
19. Guarantees & Warranties
The website comes with a 30-day warranty against any website bugs or errors, and Brand Chapter Agency will correct any errors introduced to the site by Brand Chapter Agency including copy errors. Brand Chapter Agency does not provide any guarantee or warranty whatsoever on any third party software that is used in the construction of the website including the code used in Open Source content management systems or plugins or commercial premium WordPress plugins or themes.
If the client is not satisfied with the website design service provided, they must inform Brand Chapter Agency in writing of the specific issues they have within 30 days of the website going live. Brand Chapter Agency may at its discretion supply additional services as a remedy.
The Client agrees that Brand Chapter Agency will not be liable for any indirect or consequential damages, loss of profits or for any claim made on the client by any other party, even though Brand Chapter Agency may have been notified of such damage or claims.
Brand Chapter Agency will not be liable for any loss or damage arising directly or indirectly out of delay in the supply of the deliverables or failure to perform its obligations under this agreement where the delay is caused directly or indirectly by an act of God, armed conflict, labour dispute, civil commotion, intervention of a government, inability to obtain labour, materials or manufacturing facilities, accidents, interruptions of, or delay in, transportation or any other cause beyond their control.
The Client agrees to indemnify Brand Chapter Agency against any false advertising claims, liability claims for products or services sold by the Client, claims for patent, copyright or trademark infringement, claims due to disruption or malfunction of services provided by Brand Chapter Agency to the Client under this agreement, claims related to any breakdown of the website, or for any content submitted by the Client for publication by Brand Chapter Agency.
Brand Chapter Agency publication of material submitted by the Client does not create any express or implied approval by Brand Chapter Agency of such material, nor does it indicate that such material complies with the terms of this agreement.
21. Applicable law
This agreement shall be interpreted by the laws of Malaysia.
If anyone or more of the provisions of this agreement shall be held to be invalid, illegal or unenforceable; the remaining provisions of this agreement shall not be void for this reason alone. The invalid, illegal, or unenforceable provision shall be replaced by a mutually acceptable provision which reflects the original intention of the parties.
23. Force Majeure
Neither party is liable for any default or delay in the performance of any of its obligations under this Agreement (other than failure to make payments when due) if such default or delay is caused, directly or indirectly, by forces beyond such party’s reasonable control, including, without limitation, fire, flood, acts of God, labour disputes, accidents, acts of war or terrorism, interruptions of transportation or communications, supply shortages or the failure of any third party to perform any commitment relative to the production or delivery of any equipment or material required for such party to perform its obligations hereunder.
Brand Chapter is a Web Design Malaysia agency. For enquiry, contact +6010.658.9960