Touchline Websites – Development & Licensing Agreement

This Agreement is entered into by and between:

Element16 Media Ltd (“Element16 Media”), a company registered in the United Kingdom with
its principal place of business at:

4 Dorchester Drive, Muxton, Telford, Shropshire, TF2 8SR.

UK Company Number: 14981498

and

Client, as defined in Schedule A attached hereto.

Together referred to as “the Parties”.

Definitions

Client: The entity or individual receiving the website, as specified in Schedule A,
responsible for providing content and requesting modifications.
Development Hour: One (1) hour of time spent by an Element16 Media employee or contractor on code-level changes, communication, design or project management.
Effective Term: The duration during which the website is live, operational, and modifiable by Element16 Media.
Hosting Fee: The fee covering website hosting, ongoing maintenance, and security updates, excluding changes other than stability upgrades.
License Fee: The fee for the use of the Touchline platform, including its templates, functionality, and optional rollout of future features.
Touchline: Element16 Media’s proprietary website platform, including its templates, features, and functionality, used for the Client’s website.

Effective Date and Duration

Effective Date

This Agreement shall become effective on the date both Parties execute this Agreement, or the
date the Client’s website goes live, whichever is later (“Effective Date”). For example, if the
website goes live on 28 July 2025, the Effective Term shall commence on that date.

Duration

This Agreement shall remain in effect until 30 June of the following calendar year (e.g., if the
website goes live on 28 July 2025, the Agreement expires on 30 June 2026). The Agreement may
be renewed for additional terms by mutual written agreement, with terms and pricing agreed at
least 30 days prior to the expiry date.

Scope of Work

Element16 Media Obligations

Element16 Media agrees to:

Design, develop, and deliver a fully functional website in accordance with the
specifications outlined in Schedule B, to be completed by the timelines specified therein.
Host the website on secure servers owned or leased by Element16 Media.
Provide ongoing technical maintenance and support for the Effective Term.
Perform requested modifications or developments on a time-charged basis (see Section
4.3).
Allow the Client [14] days to review the website upon delivery and request reasonable
revisions to ensure compliance with Schedule B.

Client Obligations

The Client agrees to:

Provide all required content, materials, and access within [7] days of request by
Element16 Media, in formats specified by Element16 Media. Failure to do so may result
in delays, for which Element16 Media shall not be liable.
Warrant that all provided content is owned by the Client or properly licensed for use on
the website. The Client shall indemnify Element16 Media against any claims arising from
the use of unlicensed or infringing content.

Payment Terms and Pricing

Invoicing

Invoices will be sent automatically on the same calendar day each month, starting from the date
the website goes live. For example, if the website goes live on 10 July, invoices will be sent on
the 10th of each subsequent month.

Payment Terms

Invoices are due upon receipt, with a 7-day grace period from the date of issue. If payment is not
received within this period, interest shall accrue at the Bank of England base rate plus 4% per
annum, calculated daily and compounded monthly, starting from the invoice due date.

Pricing Structure

Maintenance and Hosting Fee: £60.00 per calendar month, covering ongoing security
and vulnerability updates.
License Fee: £50.00 per calendar month, covering use of the Touchline platform and
optional updates to new features.
Development Work/Site Changes: £20.00 per Development Hour, charged
with the monthly invoice.
Transaction Charges: 2.5% + £0.50 per transaction made through the website,
excluding third-party fees (e.g., Stripe or PayPal fees, which shall be borne by the
Client). This does not apply to monthly invoice payments.

Renewal

Prices quoted in this contract remain valid for the duration of the contract. Element16
Media reserves the right to raise the price of all items for subsequent contract in line with
UK inflation plus an additional 3%. Renewal prices will be communicated and finalised in
writing no later than 90 days before the end of this Agreement.

Failure to Pay

If the Client misses three (3) monthly payments, consecutively or non-consecutively, Element16
Media may issue a written notice of termination. If payment is not received within 7 days of such
notice, Element16 Media may terminate this Agreement and delete all associated website data.
Continued failure to pay may result in legal action for breach of contract.

Add-ons and Custom Features

Any enhancements or features outside the initial scope shall be quoted in writing by Element16
Media, with costs and timelines approved by the Client in writing before implementation.

Termination and Cancellation

Termination for Cause

Either Party may terminate this Agreement for material breach by the other Party, provided
written notice is given and the breaching Party fails to remedy the breach within 30 days.
Material breaches include, but are not limited to, non-payment (as per Section 4.4) or failure to
deliver the website per Schedule B.

Non-Cancellation

This Agreement is binding for the Effective Term unless terminated under Section 5.1. The
Client may choose not to renew by providing written notice to Element16 Media at
[email protected] at least 30 days prior to 30 June of the following year.

Data Usage and Protection

All content and data uploaded to the website remain the property of the Client. Such data will be
hosted on Element16 Media’s servers and accessed by Element16 Media personnel solely for site
maintenance, data security, and requested modifications. All Client data shall be stored securely
in compliance with the UK General Data Protection Regulation (UK GDPR) and the Data
Protection Act 2018.

Upon termination or expiry of this Agreement, Element16 Media shall, at the Client’s request,
return all Client data in a standard format or securely delete it, except where retention is required
by law.

Intellectual Property

Element16 Media retains ownership of the Touchline platform, its code, and proprietary features.
The Client is granted a non-exclusive, non-transferable license to use the website for the
Effective Term. Any custom work created specifically for the Client shall belong to the Client
upon full payment of all fees.

Migration

Should the Client wish to migrate away from the Touchline platform, in accordance with
the terms of the Agreement, Element16 Media agrees to reasonably assist the Client with
this process. This could include (but not limited to): providing access to data, records or
settings used across the platform infrastructure.

Confidentiality

Both Parties agree to maintain the confidentiality of any proprietary or confidential information
exchanged under this Agreement and not to disclose such information to third parties without
prior written consent, except as required by law or to professional advisors (e.g., lawyers,
accountants) bound by equivalent confidentiality obligations. Confidentiality obligations shall
survive for 5 years after the termination or expiry of this Agreement, except for trade secrets,
which shall remain confidential indefinitely.

Dispute Resolution

Any disputes arising out of or in connection with this Agreement shall first be addressed through
good-faith negotiations between the Parties for a period of 30 days. If unresolved, the Parties
may agree to mediation under the Centre for Effective Dispute Resolution (CEDR). If mediation
fails, disputes shall be submitted to the exclusive jurisdiction of the courts of England and Wales,
governed by English law. Each Party shall bear its own costs in resolving disputes, unless
otherwise determined by a court or mediator.

Limitation of Liability

Element16 Media’s liability under this Agreement shall be limited to the total fees paid by the
Client in the preceding 12 months. Element16 Media shall not be liable for indirect,
consequential, or incidental damages, including loss of profits or data, except in cases of gross
negligence or wilful misconduct.

Force Majeure

Neither Party shall be liable for delays or failure to perform due to events beyond their
reasonable control, including but not limited to natural disasters, cyberattacks, or government
actions, provided they notify the other Party promptly.

Entire Agreement

This Agreement, including Schedules A and B, constitutes the entire understanding between the
Parties and supersedes all prior communications. Any amendments must be agreed in writing and
signed by both Parties. This Agreement may be executed in counterparts, including by electronic
signature, each of which shall be deemed an original and together constitute one agreement.

Signatures

IN WITNESS WHEREOF, the Parties have executed this Agreement on the dates set forth
below.

For Element16 Media Ltd
Name:
Title:
Signature:
Date:

For the Client
Name:
Title:
Signature:
Date:

Schedule A: Client Details

Client Name: <insert here>
Principal Place of Business: <insert here>

Schedule B: Website Specifications

Description: New Touchline Website.
Frontend: Nuxt.js
Backend: Touchline Dashboard (Dart)
Hosting: DigitalOcean with Autoscaling pools
Timeline: Design started <insert start date>, Development started <insert start date>. Transition to take place <insert live date>
Acceptance Criteria: Client approval and sign-off process, with Trello being used by
Element16 Media to document and fix and outstanding bugs.
WordPress functionality to be provided by Touchline Dashboard. If this is not available
by the publish date, this should be provided at no additional cost to the Client until it is
(Example: Navigation Menu Items changes)