In this Agreement, unless the context otherwise requires, the following terms shall bear the meanings respectively ascribed to them below.

"Website" shall mean the brochure-style website to be designed, developed and delivered by the Designer to the Client pursuant to this Agreement, comprising the pages, features and functionalities particularised in the Scope of Services section, including all related graphical, textual, functional and structural components as finally approved by the Client.

"Deliverables" shall mean each and every tangible and intangible work product produced, developed, prepared or otherwise provided by the Designer under this Agreement, including, without limitation, design concepts, mock-ups, wireframes, source code, compiled code, graphics, layouts, templates, documentation and the Website itself.

"Client Content" shall mean all text, images, photographs, videos, trademarks, logos, data, information and other materials of any nature whatsoever supplied by or on behalf of the Client to the Designer for incorporation into or use in connection with the Website.

"Milestone" shall mean a discrete stage of the project identified in the Project Timeline and Milestones section, the completion of which triggers a corresponding payment obligation on the part of the Client.

"Fees" shall mean the aggregate fixed consideration payable by the Client to the Designer in respect of the services rendered hereunder, as particularised in the Fees and Payment Terms section.

Words importing the singular shall include the plural and vice versa, and words importing any gender shall include every gender.

The headings and sub-headings used in this Agreement are inserted for convenience of reference only and shall not affect the construction or interpretation of any provision hereof.

Any reference herein to "writing" or "written" shall include electronic mail and other durable electronic communications, unless expressly provided otherwise.

The Designer shall design, develop and deliver to the Client a brochure-style Website consisting of approximately [Number] static pages, which shall include, without limitation, a home page, an "about" page, a services or offerings page, a contact page and such further pages as may be particularised at [Scope of Pages Description].

The Website shall be developed as a non-transactional, informational site and shall not include electronic commerce functionality, user accounts, payment processing, membership areas or complex database-driven features, save to the extent expressly agreed in writing between the Parties and compensated by way of additional Fees.

The services to be rendered by the Designer (the "Services") shall include visual design, user interface layout, responsive adaptation for desktop and mobile devices, basic search engine optimisation configuration, integration of a standard contact form, and deployment of the completed Website to the hosting environment provided pursuant to this Agreement.

Any work, task, feature, functionality or deliverable not expressly set forth in this Agreement shall constitute a change in scope and shall be governed by the change-order procedure prescribed herein, with the Designer being entitled to charge additional Fees commensurate with the additional time and resources required.

The Designer shall perform the Services in a professional and workmanlike manner, exercising the degree of skill, care and diligence customarily exhibited by competent professional web designers; provided, however, that the Designer shall retain sole discretion as to the methods, techniques, tools and personnel employed in rendering the Services.

The Client acknowledges that any request for modification, enlargement or alteration of the agreed scope shall be submitted in writing and shall take effect only upon the Designer's written acceptance thereof, including confirmation of any revised Fees and Timeline.

The Designer may, at its sole discretion, engage subcontractors, freelancers or third-party service providers to perform any portion of the Services, provided that the Designer shall remain responsible to the Client for the proper performance thereof.

In consideration of the Services to be rendered hereunder, the Client shall pay to the Designer a fixed fee in the aggregate amount of [Currency] [Amount] (the "Fees"), exclusive of any applicable taxes, duties, levies or bank charges, all of which shall be borne by the Client.

The Fees shall be payable in instalments corresponding to the Milestones set forth in the Project Timeline and Milestones section, in the following proportions: [Percentage]% upon execution of this Agreement; [Percentage]% upon approval of the design concept; [Percentage]% upon completion of development; and [Percentage]% upon final delivery and deployment of the Website.

Each invoice issued by the Designer shall be payable by the Client within [Number] days from the date of issuance thereof, by bank transfer to such account as the Designer may designate in writing from time to time.

The initial instalment shall constitute a non-refundable retainer, and the Designer shall not be obliged to commence any work hereunder until such instalment has been received in cleared funds.

In the event of any delay in payment, the Client shall, without prejudice to any other remedy available to the Designer, be liable to pay interest on the overdue amount at a rate of [Rate]% per month or the maximum rate permitted by applicable law, whichever is lower, accruing daily from the due date until payment in full.

The Designer reserves the right to suspend the Services, withhold Deliverables and withhold deployment of the Website in the event that any amount remains unpaid for more than [Number] days beyond the applicable due date, and no such suspension shall constitute a breach of this Agreement by the Designer.

All Fees paid or payable hereunder shall be exclusive of any value added tax, sales tax, withholding tax or similar impost, which, if applicable, shall be added to the invoiced amount and borne by the Client.

The Client shall have no right of set-off, counterclaim, deduction or withholding against any sum payable to the Designer, save as may be required by mandatory applicable law.

The design process shall commence upon receipt by the Designer of the initial payment and of all Client Content and briefing materials reasonably required to enable commencement of the Services.

The Designer shall prepare and submit to the Client an initial design concept or mock-up addressing the agreed scope, following which the Client shall be entitled to request up to [Number] rounds of revisions at no additional charge, each such round comprising a single consolidated set of comments and change requests delivered in writing.

Any further revisions requested by the Client beyond the number included hereunder, or any revisions requested after the Client has previously signified approval of the relevant Deliverable, shall be chargeable at the Designer's then-prevailing hourly rate of [Currency] [Rate] per hour, or at such fixed additional fee as the Parties may agree in writing.

The Client shall review each Deliverable submitted by the Designer and shall provide written feedback, approval or consolidated revision requests within [Number] days of receipt thereof; failing which, the Deliverable in question shall be deemed irrevocably approved and accepted by the Client, and no further revisions shall be entertained save upon payment of additional Fees.

Revision requests must be consistent with the originally agreed scope; any request introducing new features, pages, functionalities or substantive conceptual changes shall be treated as a change order and handled in accordance with the Scope of Services section.

The Client acknowledges that subjective matters of taste, aesthetic preference and personal design choices lie within the creative judgement of the Designer, and that the Designer's obligation is to deliver a Website that is professionally executed and consistent with the agreed brief, not to achieve any particular subjective aesthetic outcome.

Approval of any Deliverable, whether express or deemed, shall be binding upon the Client and shall preclude the Client from thereafter raising objections thereto, save in respect of latent defects notified within the warranty period prescribed herein.

The Designer shall use reasonable commercial endeavours to perform the Services in accordance with the following indicative timeline: project kick-off within [Number] days of the Effective Date; delivery of initial design concept within [Number] days thereafter; completion of development within [Number] days following design approval; and final deployment within [Number] days following development completion.

The Milestones for the project shall be: (i) Project Initiation and Briefing; (ii) Design Concept Approval; (iii) Development and Content Integration; and (iv) Final Delivery and Deployment, each triggering the corresponding payment instalment.

All timeframes and deadlines herein stated are estimates provided in good faith and shall not be of the essence; the Designer shall not be liable for any delay occasioned by circumstances beyond its reasonable control, including, without limitation, the Client's delay in providing Client Content, feedback, approvals or payment.

Where any delay is attributable to the Client, each day of such delay shall extend each subsequent Milestone date on a day-for-day basis, and the Designer reserves the right to reschedule the project in accordance with its then-current workload.

Should the Client fail to provide Client Content, feedback or approvals for a continuous period exceeding [Number] days, the Designer shall be entitled to deem the project dormant, to invoice all work performed up to that point, and to require payment of a reactivation fee of [Currency] [Amount] as a precondition to resuming the Services.

Acceptance of each Milestone shall occur upon the Client's written approval of the relevant Deliverable or upon deemed approval in accordance with the Design Process and Revisions section.

The Designer shall not be obligated to accelerate performance beyond the agreed timeline, and any expedited work requested by the Client shall be subject to availability and to a rush surcharge to be agreed in writing.

The Designer shall provide ongoing maintenance services in respect of the Website for a renewable term commencing upon final deployment, subject to payment by the Client of a recurring maintenance fee of [Currency] [Amount] per [Period].

Maintenance services shall include, without limitation, application of routine software updates, security patches, backup verification, minor content amendments not exceeding [Number] hours per [Period], and reasonable technical support during the Designer's normal business hours.

Maintenance services shall not include design overhauls, addition of new pages or functionalities, recovery from damage caused by the Client or by third parties, or any work occasioned by modifications made to the Website by any party other than the Designer, all of which shall be chargeable separately.

Support requests shall be submitted in writing to the Designer's designated support address, and the Designer shall use reasonable endeavours to respond within [Number] business days; no particular resolution time is guaranteed save as may be expressly set out herein.

Either Party may terminate the maintenance arrangement upon not less than [Number] days' prior written notice to the other, without prejudice to accrued rights and obligations.

The Designer reserves the right to revise maintenance fees upon not less than [Number] days' prior written notice to the Client, such revised fees to take effect upon the commencement of the next renewal period.

Non-payment of maintenance fees shall entitle the Designer to suspend maintenance services and, if non-payment persists for more than [Number] days, to terminate the maintenance arrangement without further notice.

The Client shall furnish to the Designer, in a timely manner and in formats reasonably specified by the Designer, all Client Content required for the development of the Website, including text, images, logos, brand guidelines, product descriptions and contact details.

The Client warrants and represents that it holds all necessary rights, licences, consents and authorisations in and to the Client Content, and that the use thereof in connection with the Website shall not infringe any intellectual property right, right of privacy, right of publicity or other right of any third party.

The Client shall designate a single point of contact authorised to provide instructions, feedback and approvals on its behalf, and the Designer shall be entitled to rely on communications from such designated contact as binding upon the Client.

The Client shall cooperate with the Designer in good faith, respond promptly to requests for information and approvals, and provide such technical access, credentials and authorisations as may be necessary for the Designer to perform the Services.

The Client acknowledges that any delay, defect, deficiency or omission in the Client Content may adversely affect the timeline and quality of the Deliverables, and the Designer shall bear no responsibility for consequences arising therefrom.

The Client shall ensure that all Client Content complies with applicable law, including, without limitation, laws relating to intellectual property, data protection, consumer protection, advertising and public decency.

The Designer shall be under no obligation to verify, edit, proofread or vet the Client Content, and the Client shall remain solely responsible for its accuracy, legality and suitability.

Any Client Content supplied in formats requiring conversion, enhancement or substantial editing may, at the Designer's discretion, give rise to additional Fees.

All intellectual property rights, including, without limitation, copyright, design rights, database rights and all analogous rights worldwide, subsisting in or arising from the Deliverables, the Website, the source code, the design elements, the templates, the structural architecture and any associated documentation, shall vest in and remain the exclusive property of the Designer.

Subject to full and timely payment of all Fees due hereunder, the Designer hereby grants to the Client a non-exclusive, non-transferable, non-sublicensable, revocable licence to use, display and operate the Website for the Client's own personal and/or promotional purposes, for the duration of this Agreement and in the territory of [Territory].

The licence granted hereunder shall not entitle the Client to resell, sublicense, assign, distribute, modify, reverse-engineer, decompile or create derivative works from the Website or any portion thereof, nor to redeploy the underlying code, templates or design framework to any site other than the Website delivered hereunder.

The Designer shall retain the unrestricted right to re-use any underlying code, know-how, techniques, methodologies, generic design elements, templates and tools developed or utilised in the course of performing the Services for the benefit of other clients and projects.

Client Content shall remain the property of the Client, and the Client hereby grants the Designer a royalty-free, worldwide licence to use, reproduce, modify and adapt the Client Content solely to the extent necessary for the performance of the Services.

The Designer shall be entitled to display the Website, screenshots thereof and references to the Client in its portfolio, promotional materials, website and professional profiles, and to describe the nature of the work performed, for marketing and self-promotional purposes.

The Designer shall further be entitled to include a discreet credit and hyperlink in the footer of the Website identifying the Designer as the designer thereof, which credit shall not be removed by the Client without the Designer's prior written consent.

Any infringement by the Client of the licence terms set forth herein shall entitle the Designer to immediate termination of the licence and this Agreement, without prejudice to any further remedies.

The Designer warrants that the Services shall be performed in a professional and workmanlike manner, with reasonable skill and care, and in substantial conformity with the scope of work described herein.

The Designer warrants that, to the best of its knowledge, the Deliverables (excluding Client Content and third-party components) shall not knowingly infringe the intellectual property rights of any third party.

The Client represents and warrants that it has full legal capacity to enter into and perform this Agreement, that it is of legal age in its jurisdiction of residence, and that the undertaking of this Agreement does not conflict with any other obligation binding upon it.

The Client represents and warrants that all information, instructions and Client Content supplied to the Designer are and shall be accurate, lawful and complete, and that it holds all necessary rights thereto.

Save as expressly set out herein, all warranties, representations, conditions and other terms, whether express or implied by statute, common law or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose or non-infringement, are hereby excluded to the fullest extent permitted by applicable law.

The Designer does not warrant that the Website shall be free from all defects, errors or interruptions, nor that it shall be compatible with every browser, device, platform or configuration, nor that it shall meet any particular commercial, aesthetic or operational objective of the Client.

Any warranty claim by the Client must be notified in writing within [Number] days of discovery of the alleged defect and in any event within [Number] days of final delivery of the Website, failing which the Client shall be deemed to have waived such claim.

The Designer's sole obligation and the Client's sole remedy in respect of any valid warranty claim shall be, at the Designer's option, the correction, re-performance or replacement of the affected portion of the Services, or a pro rata refund of the Fees attributable thereto.

Where elected by the Client and subject to a separate hosting fee of [Currency] [Amount] per [Period], the Designer shall provide, or arrange with a third-party provider the provision of, hosting services for the Website.

The hosting services shall include server resources, bandwidth, storage and uptime commensurate with standard shared hosting for a brochure-style website, as more particularly described at [Hosting Specifications].

The Designer shall use reasonable endeavours to maintain the availability of the Website but does not guarantee uninterrupted or error-free operation; scheduled maintenance, third-party service failures, force majeure events and other matters beyond the Designer's reasonable control shall not constitute a breach hereof.

The Client acknowledges that where hosting is provided through a third-party infrastructure provider, the Client shall be bound by such third-party's terms of service, which shall apply in addition to and shall prevail over any inconsistent provision of this section.

Hosting fees shall be payable in advance for each hosting period, and non-payment shall entitle the Designer to suspend and ultimately to terminate the hosting services and to take the Website offline, without liability to the Client.

Upon termination of hosting services, the Designer shall, upon written request made within [Number] days thereafter and subject to payment of all outstanding sums, provide the Client with a reasonable export of the Client Content; the Designer shall be under no obligation to retain any Client data thereafter.

The Designer reserves the right to revise hosting specifications and fees upon not less than [Number] days' prior written notice to the Client.

The Client shall not use the Website or hosting services for any unlawful, abusive, infringing or malicious purpose, and the Designer may suspend hosting immediately upon reasonable suspicion of any such use.

To the fullest extent permitted by applicable law, the aggregate liability of the Designer under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total Fees actually paid by the Client to the Designer in the [Number] months preceding the event giving rise to the claim.

In no event shall the Designer be liable for any indirect, incidental, consequential, special, punitive or exemplary damages, nor for any loss of profits, loss of revenue, loss of business, loss of goodwill, loss of anticipated savings, loss of data, loss of opportunity or loss of reputation, whether or not foreseeable and whether or not the Designer has been advised of the possibility thereof.

The Designer shall not be liable for any loss, damage or claim arising from or attributable to Client Content, Client instructions, Client-performed modifications, third-party software or services, hosting failures of third-party providers, or any factor beyond the Designer's reasonable control.

The limitations and exclusions of liability set forth herein shall apply irrespective of the form of action and shall survive termination of this Agreement.

Nothing in this Agreement shall exclude or limit any liability which cannot lawfully be excluded or limited, including liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability the exclusion of which is prohibited by applicable mandatory law.

The Client acknowledges that the allocation of risk and limitations of liability set forth herein reflect a reasonable and bargained-for allocation of risk, and are reflected in the level of the Fees.

Any claim by the Client against the Designer must be commenced within [Number] months of the event giving rise thereto, failing which such claim shall be irrevocably barred.

The Client shall indemnify, defend and hold harmless the Designer and its officers, employees, agents, subcontractors and affiliates from and against any and all claims, demands, actions, proceedings, losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of or in connection with: (i) any breach by the Client of its representations, warranties or obligations hereunder; (ii) the Client Content or any use thereof; (iii) any content added to or modification made to the Website by the Client or by any third party on its behalf; or (iv) the Client's use of the Website in any manner inconsistent with this Agreement or with applicable law.

The Designer shall indemnify the Client against third-party claims that the Deliverables, as delivered by the Designer and excluding Client Content and third-party components, infringe the copyright of such third party, provided that such indemnity shall be subject to the limitations of liability set forth herein and shall not apply to the extent the alleged infringement arises from Client Content, Client modifications or combination of the Deliverables with items not supplied by the Designer.

The indemnified Party shall promptly notify the indemnifying Party in writing of any claim giving rise to indemnification, shall grant the indemnifying Party sole control over the defence and settlement thereof, and shall provide reasonable cooperation at the indemnifying Party's expense.

The indemnifying Party shall not settle any claim in a manner that imposes any obligation or admission upon the indemnified Party without the latter's prior written consent, such consent not to be unreasonably withheld.

The indemnities set forth in this section shall survive termination or expiry of this Agreement.

Failure of the indemnified Party to provide prompt notice shall relieve the indemnifying Party of its indemnification obligations only to the extent that the indemnifying Party is materially prejudiced thereby.

Each Party undertakes to keep confidential all non-public information disclosed to it by the other Party in connection with this Agreement, including, without limitation, business plans, technical information, pricing, methodologies and personal information ("Confidential Information").

Confidential Information shall not include information which: (i) is or becomes publicly known other than through breach of this Agreement; (ii) was lawfully in the receiving Party's possession prior to disclosure; (iii) is independently developed without reference to the disclosing Party's information; or (iv) is lawfully obtained from a third party without obligation of confidence.

Each Party shall use the Confidential Information of the other solely for the purpose of performing its obligations and exercising its rights under this Agreement, and shall not disclose such information to any third party save on a need-to-know basis to employees, subcontractors or professional advisers bound by equivalent obligations of confidentiality.

Either Party may disclose Confidential Information to the extent required by law, court order or competent regulatory authority, provided that, where lawful, prompt notice is given to the other Party so as to enable it to seek protective relief.

The obligations of confidentiality shall subsist during the term of this Agreement and for a period of [Number] years following its termination or expiry.

Upon termination of this Agreement, each Party shall, upon written request of the other, return or destroy all Confidential Information in its possession, save for one archival copy retained for legal compliance purposes.

Notwithstanding the foregoing, the Designer may use anonymised and aggregated information derived from the project for internal analytical, benchmarking and portfolio purposes.

This Agreement shall commence on the Effective Date and shall remain in force until the Services have been fully performed and all sums due hereunder have been paid, subject to earlier termination in accordance with this section and to the continuing provisions governing hosting, maintenance and licence.

Either Party may terminate this Agreement forthwith by written notice to the other upon the occurrence of a material breach by the other Party which, if capable of remedy, has not been remedied within [Number] days of written notice specifying the breach and requiring its remedy.

The Designer may terminate this Agreement forthwith by written notice to the Client in the event of: (i) non-payment of any sum for more than [Number] days after the due date; (ii) persistent failure by the Client to provide Client Content, feedback or approvals; (iii) any abusive, unlawful or unreasonable conduct by the Client; or (iv) the Client's insolvency or bankruptcy.

The Client may terminate this Agreement for convenience upon not less than [Number] days' prior written notice to the Designer, provided that the Client shall remain liable for all Fees in respect of Milestones completed or in progress, plus a cancellation fee equal to [Percentage]% of the remaining Fees.

The Designer may terminate this Agreement for convenience upon not less than [Number] days' prior written notice to the Client, in which case the Designer shall refund any Fees paid in advance for work not yet commenced.

Upon termination for any reason: (i) all outstanding Fees shall become immediately due and payable; (ii) the licence granted to the Client shall terminate forthwith unless all Fees have been paid in full; (iii) the Designer shall cease performance of the Services; and (iv) each Party shall return or destroy the other's Confidential Information.

Termination of this Agreement shall be without prejudice to any rights or remedies accrued prior to the date of termination, and provisions which by their nature are intended to survive termination shall so survive.

Neither Party shall be liable for any failure or delay in the performance of its obligations hereunder (save for obligations to pay money) to the extent such failure or delay arises from events beyond its reasonable control, including, without limitation, acts of God, natural disasters, war, terrorism, riots, civil unrest, strikes, epidemics, pandemics, governmental actions, failures of telecommunications or internet infrastructure, and failures of third-party service providers (a "Force Majeure Event").

The affected Party shall promptly notify the other Party in writing of the occurrence of a Force Majeure Event, specifying the nature thereof and its anticipated duration and effect on performance.

The affected Party shall use reasonable endeavours to mitigate the effects of the Force Majeure Event and to resume full performance as soon as reasonably practicable.

If a Force Majeure Event continues for a period exceeding [Number] days, either Party may terminate this Agreement by written notice to the other, without liability save in respect of accrued rights and obligations.

Payment obligations in respect of Services already performed shall not be excused by a Force Majeure Event.

This Agreement shall be governed by and construed in accordance with the laws of [Country], without regard to its conflict-of-laws principles.

The Parties shall endeavour in good faith to resolve any dispute, controversy or claim arising out of or in connection with this Agreement through amicable negotiation, including an initial meeting of authorised representatives within [Number] days of written notice of the dispute.

Failing amicable resolution within [Number] days, any such dispute shall, at the Designer's election, be referred to and finally resolved by arbitration under the rules of [Arbitration Institution] by one arbitrator appointed in accordance with such rules, with the seat of arbitration at [City, Country], and the language of arbitration being [Language].

In the alternative, and absent such election by the Designer, the courts of [City, Country] shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement.

Notwithstanding the foregoing, the Designer shall at all times be entitled to seek urgent injunctive, interim or conservatory relief, and to institute proceedings for recovery of unpaid Fees, before any court of competent jurisdiction.

Each Party shall bear its own costs of any dispute resolution process, save that the prevailing Party shall be entitled to recover its reasonable legal fees and costs from the other Party.

Any notice, demand or communication required or permitted to be given under this Agreement shall be in writing and shall be delivered by hand, by registered or recorded post, by internationally recognised courier, or by electronic mail to the addresses set forth beneath the Parties' signatures hereto, or to such other address as may be notified in writing by one Party to the other.

Notices shall be deemed to have been duly given: if delivered by hand, upon delivery; if sent by registered post or courier, upon the earlier of actual receipt or [Number] days after dispatch; and if sent by electronic mail, upon transmission, provided no delivery failure notification is received.

Any change of address or contact details must be notified to the other Party in writing at least [Number] days in advance, failing which notices sent to the last known address shall be deemed validly given.

Routine project communications, feedback, approvals and informal correspondence may be exchanged by electronic mail without the formalities of this section applying.

Formal notices relating to breach, termination, indemnification or dispute shall be sent by at least one of the formal methods prescribed in the first clause of this section.

This Agreement, together with any written amendments executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, understandings and agreements, whether oral or written.

No amendment, modification or variation of this Agreement shall be effective unless made in writing and signed by duly authorised representatives of both Parties.

No failure or delay by any Party in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise preclude any further exercise thereof.

If any provision of this Agreement is held by a court or arbitral tribunal of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be severed and the remaining provisions shall continue in full force and effect, and the invalid provision shall be replaced by a valid provision that most closely reflects the Parties' original intent.

The Client shall not assign, transfer, charge or otherwise dispose of this Agreement or any of its rights or obligations hereunder without the prior written consent of the Designer. The Designer may freely assign or subcontract this Agreement or any part thereof.

Nothing in this Agreement shall be deemed to create any partnership, joint venture, agency, employment or fiduciary relationship between the Parties, each of whom is acting as an independent contracting party.

This Agreement is made for the benefit of the Parties hereto and is not intended to confer any benefit or right of enforcement upon any third party.

This Agreement may be executed in counterparts, including by electronic means, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

In the event of any conflict or inconsistency between the provisions of this Agreement and any purchase order, invoice or other document issued by either Party, the provisions of this Agreement shall prevail.