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  1. 1. PH New Media Oakland House Talbot Road Manchester M16 0PQ Tel : +44 (0)161 877 2253 Fax : +44 (0)161 872 5670PROPOSED WEBSITE PROVIDED FORASSOCIATED TRADE SERVICES LTD1. MANAGEMENT SUMMARY ........................................................................................................................22. SOLUTION OVERVIEW ..............................................................................................................................23. OUR APPROACH........................................................................................................................................34. SOLUTION COST .......................................................................................................................................45. TERMS AND CONDITIONS ........................................................................................................................56. CONTRACT AGREEMENT .........................................................................................................................6DOCUMENT REVISION HISTORYVersion Date Author / Modifier Change Reviewed by/ Authorized by/ Description Date Date1.0 2/09/09 Danny Jones First DraftPH Media Group, Oakland House, Talbot Road, Manchester, M16 0PQ, United Kingdom.Registered in England and Wales No. 3669221
  2. 2. Business Solution - Proposal 02/09/20091. Management SummaryThis document outlines the proposal for the design and development of a bespoke website forATS.The new website will act as a presence to promote the corporate identity of the business and act asan information point for new and existing customers.The importance of the website is to enable the company to increase their brand awareness – providingthe technology to help them remain at the forefront of their industry over the competition. The websitewill be designed to be scalable, allowing additional features to be added in the future.2. Solution OverviewTo capture the customer’s attention when visiting the website, PH New Media proposes to develop a seriesof ‘unique selling points’ to promote ATS. The USP messages will be snappy phrases that will beused throughout the website in rotating animated banners. It is suggested that the USPs created areused in all promotional activity to create synergy between the company’s advertising.To maximise the visitor’s experience and aid in the management of the website, PH New Media proposesto include the below features:Bespoke design service – PH New Media focus on delivering websites that fit with the client’s brandimage and perception in the market. Usability and navigation is also taken into consideration during thedesign stage and internal testing is completed to ensure that the end-user experience is optimised.Branding – PH New Media propose to create new branding to differentiate the different divisions withinATS. The branding will be used throughout the website and also supplied to ATS to rollout across alloffline print media.Gallery – The website will feature a gallery section that will be used to display images of previousjobs completed.Google Analytics – The advanced statistics package provided by Google will be used to monitorthe performance of the ATS website. Permissions will be granted to view the reports generated by thesystem. In addition PH New Media will make recommendations on changes to the website based on theresults of the analytics.Google Maps – Google Maps will be used on the website to display the location of thebusiness.Website hosting – The ATS website will be hosted in the PH New Media ‘class one’ Data centre.The dedicated Account Manger will act as a primary point of contact for all technical support queries.Email and domain support – POP3 email setup and support is provided as an option with the website.PH New Media can also work with existing suppliers if required.Dedicated Account Manager – ATS will be designated a dedicated Account Manager who will bethe company’s main point of contact.Design and Development process – At the beginning of the project, ATS will be presented with aproject schedule. The project schedule will highlight when input is required from the client. The benefitof this approach is that the process is becomes very transparent and no time is wasted.PH Media Group, Oakland House, Talbot Road, Manchester, M16 0PQ, United Kingdom.Registered in England and Wales No. 3669221
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  4. 4. Business Solution - Proposal 02/09/20093. Our ApproachQMS - Quality Management System • Site Specification & Direction • Conceptualisation / Design MappingAll projects at PH New Media are executed within the framework Approval for Developmentof its Quality Management System (QMS). The QMS requires • Development of Product / Contentthe project to be broken up into the following processes: Software & Unit Testing • Integration Testing • User Acceptance TestingMechanism / Site Specification • Training / Implementation SupportThe Project Management Plan will be prepared in thisphase. The project plan will contain the detailed schedulewith milestones, review mechanism and training details.Project Steering representative initialised from the client.This individual will conduct periodic reviews and resolveissues pertaining to the project.Conceptualising / Design MappingWe can storyboard the interpretation of requirements to ensurethat the client is entirely happy that an accurate reflection of thevision of the site has been achieved. We view this phase asessential as it helps iron out any issues before time iscommitted to actual implementation.Design Production / Technical FrameworkDesign the GUI Graphical User Interface and navigation systemdetails as per signed-off final requirement. The templates to beused for key screens will be identified. Sample screens will beused to demonstrate the look and feel of the application toensure that ATS are entirely happy it meets with both theirexpectations and brand identity requirements.Software Development and Unit TestingThe development of any content management system isintensive. Internally we have created a structured procedure todeal with new content builds and plug-ins to existing clients.Our testing services are tailored to client needs to insure thatthe software works in the intended environment.Integration TestingTo evaluate the design workings of your content managementsystem we continually test for poor connectivity as we followthe project schedule. Tests are completed by differentmembers of staff not involved with the project to assure theadministration section and front end web interfacecommunicate correctly.User Acceptance TestingNominated company representatives will be asked to walkthrough each section of the site to not only check for errors,but also ensure that the site meets objectives for user-friendliness.Training / Post Implementation SupportPH New Media shall provide ATS users with training on howto use the administration section. Online help / training is alsoprovided with every software application we build.PH Media Group, Oakland House, Talbot Road, Manchester, M16 0PQ, United Kingdom.Registered in England and Wales No. 3669221
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  6. 6. Business Solution - Proposal 02/09/20094. Solution CostThe cost of the website is as follows:-Website - No initial deposit required followed by 24 monthly payments of£150. Branding £650 (single payment)PH Media Group, Oakland House, Talbot Road, Manchester, M16 0PQ, United Kingdom.Registered in England and Wales No. 3669221Page 4 of 6
  7. 7. Business Solution - Proposal 02/09/20095. Terms and ConditionsDEFINITIONS 23. The client will indemnify the company in all respects if the website is used in any way which is illegal orIn these terms and conditions the following words, when capitalised, shall bear the meaning set out if the client modifies the website to procure any illegal contracts and/or breaches the provisions of thebelow:- Money Laundering Regulations“Agreement” PricesAny agreement for services between Please Hold (UK) Ltd or any other company or corporation that may 24. All prices are exclusive of any a successor in title to Please Hold (UK) Ltd and the client 25. The company reserves the right to vary the price by any reasonable amount attributable to any changes“Client” in the cost to the company of purchasing or producing the goods or any materials incorporated in them, orAny person entering into an agreement with Please Hold (UK) Ltd and whose details are set out in the procuring necessary services, or to fluctuations in currency exchange rates from the date of the contract toagreement date of delivery of the goods specified in that contract. In such circumstances the client has the right to“Domain Name” terminate the contract within seven days of any such increaseThe domain name set out in the agreement or any other domain name acquired by Please Hold (UK) Ltd 26. In such circumstances the client shall advise the company of its wishes to terminate in writing sent byor the client for publication of the Website recorded delivery“Intellectual Property” 27. The company reserves the right to increase the monthly fee by 5% per annum or such amount itCopyright, trademarks, trade names, patents, registered designs, applications or any of these rights, considers reasonable at its absolute discretiontopography rights, know-how, rights in designs, moral and performers’ rights and all other intellectual Paymentproperty rights subsisting in the Website 28. By signing the contract the client gives the company, its servants or agents the authority to run credit“ISP checks on the client to determine whether the client is credit worthy. The company may also run creditAn internet service provider checks on the client at such intervals as it deems fit throughout the contract period“Monthly Fee” 29. The company reserves the right to request trade and/or bankers references from the client should theThe monthly fee specified in the agreement company consider this to be necessary“Person” 30. The client shall pay the company the monthly fee when due by direct debit or standing order withoutIncludes individuals, corporations, companies, listed liability Partnerships, unincorporated associations, deduction or set-off. If the client insists on paying via any other method the company reserves the right tosocieties and firms charge an additional £15.00 plus VAT per quarter in addition to the client’s monthly fee. If the alternative“Please Hold (UK) Ltd” method is via invoice the invoice must be paid within thirty days from the invoice date. CancellationPlease Hold (UK) Ltd., a company registered in England with number 03669221 whose registered office is invoices must be paid 7 days from date of Oakland House, Talbot Road, Old Trafford, Manchester M16 0PQ 31. Unless otherwise specified the charges payable pursuant to the agreement are exclusive of any“Services” possible Value Added Tax which shall be paid by the client at the rate and in the manner for the time beingThe Website design, support and maintenance services specified in the agreement as being provided to prescribed by lawthe client. 32. If any sum payable under this agreement (including the monthly fee) is not paid within seven days after“Third Party Property” date due then (without prejudice to the company’s other rights and remedies) the company reserves theAny graphics, screen designs, audio-visual effects, pictures, software and other proprietary material right to:belonging to a third party and which forms part of the Website 32.1 charge interest in accordance with the Late Payment Regulations or in the alternative 5% above the“Website” Bank of England base rate. Such interest shall be compounded on the last day of each monthThe web pages to be designed, constructed and/or maintained by Please Hold (UK) Ltd pursuant to the 32.2 the company may withhold servicesagreement, whether they contain or comprise text, graphics, pictures, screen designs, screen layouts, 32.3 in the event of non-payment or late payment the company may withdraw any services relating to thesound, audio-visual material, film or software website. Please Hold (UK) Ltd shall not be responsible for any losses which are incurred as a resultTERMS thereof1. The client has entered into an agreement in accordance with these terms and conditions. 32.4 If any sum under the agreement is not paid within 7 days of the sum falling due, Please Hold (UK) Ltd1.1 These terms govern all invitation to treat, representations, offers, quotations, orders, reserve the right to invoice the Client for the remaining contractual term and any additional specified withinacknowledgement of orders and contracts for the lease/licence to use goods and intellectual property the contract. This shall be paid 7 days from invoice date.rights between Please Hold 32.5 in the event of non-payment the company shall charge £15.00 for each letter claiming unpaid sums(UK) Ltd (“the company”) and any licence of the goods/intellectual (“the client”) to the exclusion of any 32.6 the client will also be responsible for the company’s legal fees in the collection of any debt that is dueother on a full indemnity basis and such costs shall be added to the amount outstanding and shall be due as aterms. The terms can only be varied with the written consent of a director of the company. debt from the client2. These terms and conditions apply to all agreements Limitation of LiabilityThe Company’s obligations 33. The company’s liability (including any liability for the acts or omissions of its employees) to the client in3. The company shall provide the service in accordance with provisions contained in the agreement and respect of any breach of its contractual obligations arising under the agreement and any representations,these terms and conditions and shall exercise such reasonable skill, care and diligence as expected of an statements or tortuous act or omission including negligence arising under or in connection with theexperienced website designer in so doing. agreement shall be limited to the sum received by the company from the client exclusive of VAT pursuant to4. The company shall give the client as much notice as reasonably possible before carrying out this agreementemergency maintenance work but may do so at any time without being liable for any losses to the client Term and Termination5. The company agrees to maintain and provide constant access (within all reasonable powers using its 34. The term of the contract shall commence on the relative contract date and shall continue until the end ofexisting resources) to the Website, subject to downtime or computer failure of a third party or ISP or force the minimum term scheduled within the contract. In the absence of a date the contract shall commencemajeure. In such event the company shall not be liable for any losses to the client upon the date of the execution of the contract by the clientThe Client’s obligations 34.1 unless the contract is terminated by the client giving the company at least 42 days written notice6. The client warrants that it has obtained all necessary consents, approvals and licences for the use of before the end of the initial term (such notice to be sent by recorded delivery), the contract shall continueThird Party Property provided by it and the use of such Third Party Property will not violate any intellectual for an amount of time equal to the initial term. Unless this extended term is terminated by the client givingproperty rights belonging to any third party. The client will indemnify on a full indemnity basis the company to the company at least 42 days written notice before the end of the extended term (such notice to be sentin respect thereof. by recorded delivery) then the contract shall continue for an amount of time equal to the extended term, and7. In the event of allegations of an infringement of clause 6 herein or if the company reasonably suspects so on and so forth. The contract shall continue to roll in this way until terminated by either party within thesuch an infringement has occurred the company may, without giving notice to the client and without relevant notice period stated above. Should Please Hold (UK) Ltd decide to terminate the agreement, theyliability, procure suspension of availability of the Website or any part thereof or remove any part of the do not need to supply notice in writing to the Clientwebsite pending the investigations of such allegations or suspicion 34.2 the agreement may be terminated forthwith by the company if the client fails to pay any sum due8. The Parties shall notify each other as soon as reasonably possible after becoming aware of any third thereunder (including the monthly fee) within twenty one days (without affecting the company’s rights toparty allegations of a breach of the provisions of clause 6 herein enforce its rights under this agreement)9. The client authorises the company to publicise the Website to web search engines as well as other web 34.3 forthwith by either Party if the other shall convene a meeting of its creditors or if a proposal shall bedirectories and indexes as they deem fit and appropriate. The company shall use its best endeavours to made for a Voluntary Arrangement within the Insolvency Act 1986 or a proposal for any composition,publicise the website and shall not be liable for any losses in regard to any failure to do so scheme or arrangement with (or assignment for the benefit of) its creditors or if the other shall be unable to10. The client shall indemnify the company against any claims, proceedings, losses, liabilities, damages pay its debts in the meaning of Section 123 of the Insolvency Act 1986 or if a Trustee, Receiver,(including all Professional costs on a full indemnity basis), charges and expenses of whatever nature Administrative Receiver or other similar Officer is appointed in respect of all or any part of the business orarising out of or in connection with any claim or action made against the company relating to a breach of assets of the other Party or if a Petition is presented or a meeting is convened for the purpose ofthe client’s obligations herein considering a resolution or other steps are taken for the winding up of the other Party or the making of anIntellectual Property and Ownership Administration Order (otherwise than for the purpose of amalgamation or reconstruction) or if any11. All Intellectual Property shall vest and remain vested in the company. analogist event shall take place in relation to the client12. Except where the domain name is acquired by the company the client warrants to the company that it 34.4 any termination of the agreement for whatever reason shall be without prejudice to any other rights orowns all rights to, and has not an assigned Domain Name. At the termination of the agreement for the remedies a Party may be entitled to under the agreement or at law and shall not affect any accrued rightsavoidance of doubt the Domain Name shall vest in the company. The company may at its absolute or liabilities of either Party nor the coming into or continuance in force of any provision thereof whichdiscretion allow the client to utilise the Domain Name elsewhere on payment of an agreed fee. expressly or by implication intended to come into or continue in force on or after such termination13. Any image, graphic, sound, music, custom coding or scripts, text and any other original material Force Majeuresupplied for the design of the Website, whether Third Party Property or that of the company or the client 35. Neither Party shall be liable for any breach of its obligations under the agreement which results fromshall remain the property of the company when incorporated into a Website. causes beyond its reasonable control but not limited to fires, strikes (of its own or other employees)14. The company may re-use or modify any image, graphics, sound, music, custom coding or scripts, text embargos, requirements or regulations of any civil or military authority (an event of force majeure) Waiveror other material supplied by the client, for any other web page or website designed by the company. 36. The waiver of either Party of a breach or default of provisions of the agreement by the other Party shall15. The company may use the same or like images, likeness or modified versions of any images, not be construed as a waiver or any succeeding breach of the same or other provisions nor shall anygraphics, sound music, custom coding or scripts, text, Third Party Property and any other material delay or remission on the part of either Party to exercise or avail itself of any rights, power or privilege thatsupplied by the company for any other web page or website it has or may have hereunder operate as a waiver of any breach or default by the other Party.16. The client may purchase the website and all rights regarding the website from Please Hold (UK) Ltd for Confidentialityan amount equal to 60 times the monthly fee at any time during or after the contract. Any payments 37. The company and the client undertake to each other that they will not at any time after the date of thealready made by the client shall not be deducted from this amount. agreement use or divulge or communicate any confidential information in the business, accounts, finance17. In the event of the client breaching copyright in any way regarding the website, and in the event of or contractual arrangements or of other dealings, transactions or affairs of the other (included but notPlease Hold (UK) Ltd starting proceedings in regards to this effect, Please Hold (UK) Ltd reserve the right to limited to details of the services) save where required to do so by lawclaim compensation equivalent to an amount of the sum it would have cost for the client to purchase the Understanding of Contractwebsite and all rights regarding the website, as calculated in clause 16. 38. By entering into the agreement the client acknowledges that he has read these terms and conditions18. The company can refuse to sell the website and all rights regarding thereto without supplying any and will be bound by them. The company will not give any refunds or exchanges for any terminated orreason. cancelled agreement. If the agreement is terminated for any reason the client will be invoiced for the19. Please Hold (UK) Ltd reserves the right to request ownership of all domain names that are to be remaining contractual term and any additional amounts due under the contractassociated with the website built by Please Hold (UK) Ltd to be transferred to the company. At the end of Governing Lawthe term of the contract the company may in its absolute discretion agree to sell the domain names to the 39. The agreement shall be binding on the successors in title of the Parties and shall be governed andclient. If the client has no domain name, the domain name shall be registered in the name of Please Hold interpreted according to the English law.(UK) Ltd Headings20. The price for same is to be in the company’s absolute discretion. The client will also be responsible for 40. Headings using these terms and conditions are for convenience only and shall not be used to interpretall associated costs with the transfer of the domain name back to the client in the event of a sale to the or construe its provisionsclient. NoticesModifications to the Web Site 41. All notices or other documents under the agreement shall be in writing and delivered personally and21. The company shall not be responsible for any modification or amendments made by the client or sent by fax or sent by mail, postage pre-paid, addressed to the company and the client whose address isanyone other than an employee of the company to the website or any part thereof. If the client requires set out in this agreement or any other addresses subsequently notified.any amendments to the website then notice shall be given to the company in writing. If the amendment is 42. Notices in respect of termination shall be delivered by recorded delivery and if ordinary post is used byat the behest of the client then the company reserves the right to make a charge for same. Such charges the client obtaining proof of posting to evidence delivery of the communication. All notices sent by theto be agreed in writing in advance. company shall be deemed delivered on the second working day after posting22. The company reserves the right to amend or modify the website where, in its reasonable opinion, suchamendments or modifications are necessary to ensure that no material on the website is likely to beconstrued as illegal, obscene, threatening, defamatory, discriminatory, promoting illegal or unlawful activityor is otherwise actionable or in breach of any rules, regulations or laws to which the website is subject.PH Media Group, Oakland House, Talbot Road, Manchester, M16 0PQ, United Kingdom.Registered in England and Wales No. 3669221Page 5 of 6
  8. 8. Business Solution - Proposal 02/09/20096. Contract AgreementBusiness Solution AgreementI, the undersigned, authorise PH New Media to commence with the design and development of thebusiness solution required for ATS. I agree to the terms and conditions laid out within this document. Iunderstand that PH New Media has express permission to carry out a search against my credit record,should I be a sole trader or non-limited partnership.No initial deposit required followed by 24 monthly payments of £150. []Signed: Date:Printed name: Position:PH Media Group, Oakland House, Talbot Road, Manchester, M16 0PQ, United Kingdom.Registered in England and Wales No. 3669221Page 6 of 6