BACKGROUND:

1. The Customer is of the opinion that Freedom Web Design has the necessary qualifications, experience and abilities to provide services to the customer.

2. Freedom Web Design is agreeable to providing such services to the Customer on the terms and conditions set out in this Agreement.

IN CONSIDERATION OF the matters described above and of mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Customer and Freedom Web Design (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:
Services Provided

3. The Customer hereby agrees to engage Freedom Web Design to provide the Customer with services (the “Services”) consisting of:

4. As outlined in the Signed Proposal (Proposal number )
5. The Services will also include any other tasks which the Parties may agree on. Freedom Web Design hereby agrees to provide the Services to the Customer.

Term of Agreement

6. The term of this Agreement (the “Term”) will begin on the date of this Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The terms of this Agreement may be extended by mutual written agreement of the Parties.
7. In the event that either Party wishes to terminate this Agreement, that Party will be required to provide 30 days’ notice to the other Party.

Performance

8. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

Currency

9. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in GBP.

Compensation

10. For the services rendered by Freedom Web Design as required by this Agreement, the Customer will provide compensation (the “Compensation”) to Freedom Web Design of a fixed amount of package price.
11. The Compensation will be payable, while this Agreement is in force, according to the following payment terms:
12. Half to be paid on acceptance of Proposal
13. Full payment on completion
14. The Compensation as stated in this Agreement does not include Value Added Tax. Any Value Added Tax required will be charged to the Customer in addition to the Compensation.
15. Freedom Web Design will be responsible for all income tax liabilities and National Insurance or similar contributions relating to the Compensation and Freedom Web Design will indemnify the Company in respect of any such payments required to be made by the Company.

Reinbursement of Expenses

16. Freedom Web Design will be reimbursed from time to time for all reasonable and necessary expenses incurred by the Freedom Web Design in connection with providing the Services hereunder.
17. Freedom Web Design will furnish statements and vouchers to the Customer for all such expenses.
18. In the event that the Customer does not comply with the rates, amounts, or payment dates provided in this Agreement, a late payment penalty will be charged as follows:

19. The Customer will pay interest on any late payment at the annual interest rate of 24 percent

Ownership of Material and Intellectual property

20. All intellectual property and related materials (the “Intellectual Property”) including any related work in progress that is developed or produced under this Agreement, will be the sole property of the customer. The use of the Intellectual Property by the Customer will not be restricted in any manner.
21. Freedom Web Desgn may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Customer. Freedom Web Design will be responsible for any and all damages resulting from the unauthorized use of Intellectual Property.

Return of Property

22. Upon the expiry or termination of this Agreement, Freedom Web Design will return to the Customer any property, documentation, records, or confidential information which is the property of the Customers.

Capacity/Independent Contractor

23. In providing the Services under this Agreement it is expressly agreed that Freedom Web Design is acting as an independent contractor and not as an employee. Freedodom Web Design and the Customer acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract of service.

Notice

24. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties of this Agreement as follows:

Limitations of Liability

25. It is understood and agreed that Freedom Web Design will not be liable to the Customer, or any agent or associate of the Customer, for any mistake or error in judgement or for any act of omission done in good faith and believed to be within the scope of authority conferred or implied by this Agreement.

Dispute Resolution

26. In the event a dispute arises out of or in connection with this Agreement, the Parties will attempt to resolve the dispute through friendly consultation.
27. If the dispute is not resolved within a reasonable period then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation. If mediation is unavailable or is not successful in resolving the entire dispute, any outstanding issues will be submitted to final and binding arbitration in accordance with the laws of the Country of England. The arbitrator’s award will be final, and judgement may be entered upon it by any court having jurisdiction within the Country of England.

Modification of Agreement

28. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.

Time of Essence

29. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

Assignment

30. Freedom Web Design will not voluntarily or by operation of law assign or otherwise transfer its obligation under this Agreement without the prior written consent of the customer.

Entire Agreement

31. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

Enurement

32. This Agreement will ensure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators, successors and permitted assigns.

Titles/Headings

33. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

Gender

34. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

Governing Law

35. It is the intention of the Parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of the Country of England, without regard to the jurisdiction in which any action or special proceeding may be instituted.

Severability

36. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

Waiver

37. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.