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Alex J.
Alex J., Solicitor
Category: Law
Satisfied Customers: 3496
Experience:  Solicitors 2 years plus PQE
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I have an ex-client threatening legal action over a website

Customer Question

I have an ex-client threatening legal action over a website which was completed by my businees 14 months ago, the site was approved by the client, invoiced rasied and payment received over 12 months ago with no problems since. Boss of said company has chosen to fall out with me over another matter (very trivial, we are old school friends or were). The boss of the company had no involvement in the project, I dealt with the sales director throughout. They are claiming that they paid for a CMS website (Content Managed) which the site is not, they refer to my quote which does quote for this, but during conversations with the sales director, the CMS route to develop the site was decided against. I had a verbal agreement with sales director that they would pay the extra cost (£500) for extra work and future updates and maintenance, which he now denies. My invoice does not itemise this work, neither does their PO, and at no time have they asked for any CMS details or training, in fact the sales director as asked for updates to be done by myself, the whole point of a CMS site is that you edit it yourself. The said boss called this week being very bullish and said if I didn't change the site to CMS by the 28th then "I will suffer the consequences, if I take him on he will win".... I have offered to give them the master files to the site (software is commercially available) and I am still hosting the site for them, which I have said I will do until they make other arrangements. Do they have a case?
Submitted: 3 years ago.
Category: Law
Expert:  Alice H replied 3 years ago.
Hello and welcome to Just Answer.

My name is Alex and I'm happy to help with your question today.

Does changing it to their requirement involve much work?

What does the sale director have to say?
Customer: replied 3 years ago.

Hi Alex


 


Yes changing it does involve quite a lot of work and extra cost.


The sales director is denying discussions, even though I have an email from him last year asking me to make changes to the site.


This is my whole argument, a Content Managed site by its very name means that anyone can then manage the content of the site by means of an online interface.


If as he now maintains that he never authorised this (to save himself), why did he then ask me to make changes to the site over the last year, if they could do this themselves through the CMS system.


I have asked them via email and letter to clarify what sections they expect to be CMS, because I see no end to this, but no reply, I don't expect one as I think the boss (old friend) wants to escalate this to make a point. (They are a far bigger company with more finances behind them.)


My gut feeling is that if we change it to a CMS site, because they don't


know what one is really is and how they work, this still won't be enough.


The site they have now is far better than a CMS site and works (its an ecommerce site)


Regards


Mike

Expert:  Alice H replied 3 years ago.
OK, I understand.

And the letter you sent - was that to in response to the call from the boss?
Customer: replied 3 years ago.

Yes it was - he was rude and surley, I emailed him later that day to refrain


from calling and outline his grievance in writing.


My feeling is that this dispute over the website is just a screen to get at me, personally etc.


He chose to start this over something very minor, which culminated in him turning down a job (printing) that I sent to his business. His words were he no longer wanted my business to be a supplier to his business, he failed to check his figures first and if he had would have realised that my business is more of a client than a supplier has we had given his business 25K worth of business in the last 18 months with his business giving my business 9K (design work), so talk about cutting your nose of etc, anyway.


See below a copy of the letter sent recorded delivery.


 


RE: R&R Display Website


Dear Mr White


Further to our telephone conversation on Monday, listed below are points for your consideration, which outlines the situation as it stands.


 


1. I have reviewed the paper work and only my quote mentions producing the site as a CMS site as an addition, the R&R purchase order and my subsequent invoice does not itemise the production of a CMS style site as part of the project, so you have not been billed for this. The invoice was approved, signed off and paid during January 2012, so if R&R were not satisfied with the finished website, which was approved before our invoice was submitted to R&R­, why was this issue not raised at the time?


 


2. Your purchase order for the amount in question was received after initial discussions with Mr Smith regarding the structure of the site, during these discussions it was agreed that a CMS style site was not the best way to achieve the required result and the extra cost would be to cover the further work and development involved to create a more stylised website and future updates and any changes that maybe required. So the site was created and maintained as instructed in our discussions with Mr Smith. There is no other reason why we would have done otherwise.


 


3. If you therefore maintain that R&R expected the site to be a CMS site, we point to the fact that over the last 14 months R&R have not requested log-in details, advice or enquired on how to gain access to the site to be able to edit in-house via a CMS system, in fact over the last 14 months instructions were given to Priory Graphics by Mr Smith to make changes and additions to the site, which we carried out without further charges to R&R, because these changes came under our agreement made with the consent of Mr Smith. If Mr Smith maintains that we didn’t have any discussions about the site not being a CMS site or any agreement to make further changes to the site in the future etc, then we have to question why would Mr Smith on several occasions instruct Priory Graphics to make said changes to the site and not do this yourselves via a CMS system or even enquire how to do this via a CMS system, if it was thought this was in place?


 


4. At no point have Priory Graphics denied you access to the master files, and we have offered to move the working site to a hosting supplier of your choice, this offer still stands, but without a clear final objective from yourselves, as per our emails on Monday 18th February, we cannot move forward to try and resolve the situation as we have no brief from the original discussions regarding the functionality of a CMS style site as mentioned early as this was never discussed.


 


We hope this clarifies the situation.


 


Your sincerely


 

Expert:  Alice H replied 3 years ago.
Hi. I'm afraid I've had to opt out as I will be going off line shortly. Another expert will assist you soon. Alex.
Customer: replied 3 years ago.

OK - I will await a reply

Expert:  Alex J. replied 3 years ago.
Hi

Thank you for your question and welcome to Answer

Were the proposed changes to the website only agreed verbally?

Kind regards

AJ
Customer: replied 3 years ago.

Yes only verbally agreed with Mr Smith (sale director, employee of company).


He is now denying this ever took place

Expert:  Alex J. replied 3 years ago.
Hi,

Thank you.

Do you have any emails or anything in writing that confirms that they were agreeable to it being a non CMS site? Do you have anything in writing where they could have acknowledged this?

How much would it cost you to turn it to a CMS site?

How much have they paid you in total?

Kind regards

AJ
Customer: replied 3 years ago.

Hi


No I do not have anything in writing from the sales director, (verbal agreement) but I do have a couple of emails later in year asking us to make changes to the site.


This is my point, if the sales director was under the assumption that the site was a CMS site, then they would not need our further services to edit and update the site, which was done at no cost under this verbal agreement.


At this point they have not asked for money back, but have neither outlined what parts of the site they expected to be CMS as this was never briefed from the outset because of the change of plan.


The difference in cost was £500


Mike

Expert:  Alex J. replied 3 years ago.
Hi,

Thank you.

The problem you have here is whether they bring a claim or not, because they are aggrieved, that is their prerogative.

What you can take confidence in is if they want to make a claim they will only be able to claim their actual loss (for arguments sake lets say that is £500) and they will have to be able to prove it. Other than the invoice it sounds like this is where their claim may fall down. They will argue they never agreed the changes but you have emails to show that their communications with you were consistent with the changes being agreed.

If you have consistent evidence to show that these changes had clearly been agreed, i.e emails that suggest this, then they will find it difficult to prove this is a loss suffered by your breach.

What you dont have in your favour is the fact that you sent out an invoice saying this was a CMS site.

The question you really have to ask yourself how do you want to deal with this? Do you want it to go away quickly or stand your ground and defend it? Remember their threats could just be hot air, and the bottom line is you have provided them with a valuable service and damage they claim is going to be limited.

Can you tell what the TOTAL cost of the works were? What did they actually pay you overall?

I look forward to hearing from you.

Kind regards

AJ
Customer: replied 3 years ago.

Hi AJ


 


Please note our invoice DID NOT include the inclusion or itemise work on a CMS website, neither did their PO.


This was only ever mentioned on my quote which was for £945 for a static e-commerce site or the £1445 for a CMS site.


The sales director agreed (verbal) to pay for £1445 for extra works and future updates.


The total cost for the project was £1445.00 which is a great price for the site they have, which works as they requested apart from the CMS part.


Regards


Mike

Expert:  Alex J. replied 3 years ago.
Hi,

Thank you.

To be honest this really answer your question and leaves you with two options:
1. Stand your ground - at worst this will end up as a county court claim for £500. Their costs will be fixed so even if you lose you wont have to pay more than about £600-£700. If you win you will be able to claim your costs back. Your position is made stronger by the point that your invoice didnt mention the CMS point yet they still paid it!!

2. If you want it to go away quickly write them a letter marked "Without Prejudice" and say that without any admission of wrong doing or liability you will offer then £250 to just go away. They will probably come back and say £500, so I am sure you will be able to reach a settlement.

My impression of this is that their threats are just that - threats. If they were really going to start court action them would have sent you a 7 day warning letter.

Kind regards

AJ
Customer: replied 3 years ago.

Hi


One last question, after thinking about this today and wanted to take control, we are going to convert the site into a Wordpress site which is an open source CMS internet based system.


I know the company do not understand howCMS systems work and in my original quote it was outlined that some understanding of a CMS system and html code must be needed to be able to manage the site, which again is another reason they did not go down that route with the website


So do you think it would be an idea that I send them some form of disclaimer to sign and return that basically says that once the website is on a CMS based system that my business is no longer responsible for any further technical help, training or advise etc.


Your advise on the best way or wording this etc

Expert:  Alex J. replied 3 years ago.
Hi

Thank you.

Would this arrangement represent a more similar site to what was proposed under the quote.

As you are in the stages of a dispute I would just make sure any disclaimer says that by providing this new site it is in full and final settlement of any claim they have against your company and accordingly your company will not be obliged to provide any further support or other services.

Kind regards

AJ

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