Web Development and Design Agreement
Company
/ Client ________________________________________________________
Phone__________________________FAX____________________________________
Authorized Representative of the Client ______________________________________
Address________________________________________________________________
City___________________________State________Zip__________Country_________
E-mail address__________________________________________________________
Present WWW URL (if any):_______________________________________________
User
Name___________________________Password__________________________
Terms
of Agreement
1.
Authorization
The
above named client is engaging Abstractionz, a sole proprietor, operating from
PO Box 60, Wilmington, IL 60481, as an independent contractor for the specific
purpose of developing and/or improving a World Wide Web site to be installed on
the client's web space located on an Internet Service Provider's (ISP) server.
Hereafter,
the client will be known as "Client" and Abstractionz will be known
as "Developer."
2. Standard
Hosting Service and Domain Registration.
The
Client will establish a contract with an Internet Service Provider (ISP) for
hosting, or the Developer will establish one for the Client. The Client hereby
authorizes the Developer to access this account, and authorizes the Host
Provider to provide the Developer with "write permission" for the
Client's web page directory, cgi-bin directory, and any other directories or programs,
which need to be accessed for this project. Client will secure a web hosting
account on his/her own. The developer can help obtain this account on behalf of
the Client if he/she wishes. The Client will help secure a domain name (www.myname.com). This is generally done at
the same time hosting is established.
Client
understands, all charges related to domains and hosting, will be billed to the
Client as an addition to the base price established by this agreement. These
are server fees, and are not a source of income for the Developer. Client also
understands, in the event these services are not paid for, and are shut off,
the developer may need to reinstall the clients web site upon reactivation. In
the event this happens, the terms stated in #9 of this agreement apply.
Client
understands, the developer will set up webmaster@clientdomain.com for the
purpose of establishing services such as counters. This e-mail will also be
used when submitting the clients web site to search engines.
3. Text and
Content.
Final text should be supplied by the client, unless otherwise specified. Five
hundred words per page approximate standard if not supplied via diskette or
e-mail. Web pages of more than 1,200 words of text may be subject to additional
fees for increased formatting time. An additional fee of $15.00 and hour (min
one hour charged) applies when text is provided on paper.
Links
should be provided by the client, to the developer via e-mail. Any description
to go along with these links should also be included.
Photographs,
art work or pre-establish graphics should be provided via CD, 3.5 floppy or
e-mail.
4. Cross
Browser and Computer Compatibility
Our
agreement establishes the creation of a web site viewable by both Netscape 7.0
and Microsoft Internet Explorer 5.0. Compatibility is defined herein as all
critical elements of each page being viewable in both browsers. Client is aware
that some advanced techniques on the Internet, however, may require a more
recent browser version and brand or plug-in. Client is also aware that certain
layouts the client might choose, may not be compatible with both Netscape and
Microsoft Internet Explorer. Client understands that the final version of the
web site will be best viewed on a screen resolution of 800x600 or 1024x768.
Client understands that their web site may look smaller or larger depending on
the viewers screen resolution.
5. Graphic
Creation / Banner Advertisements.
It is anticipated that the Developer will create, capture or receive from the
Client, all the graphic elements necessary to complete the Client's web site.
This includes creating the company logo, ancillary images, animated graphics
and banner advertisements. This also includes photography or scanning services.
This contract does not establish, however, the creation of more than 3 banner
advertisements.
Section A: Custom made logos
and graphics, may or may not be made from royalty free stock images. This
depends on the expectations the Client has. It is more likely, that unless the
client requests imagery of something like a hair dryer, your logo will be 100%
original. Logos will be made as close to the client's description as possible
by the Developer.
Section B: In the event that
a graphic set, layout, or logo design is rejected by the Client, it remains
property of the Developer. Any rejected material may or may not be made
available for other clients to purchase or use. Rejected material includes (but
is not limited to) graphics, banners, logos, HTML, and slogans.
6. Payment
Terms / Work Flow
Web site development starts with a non-refundable deposit of $50.00. This is
the minimum cost, for the simplest site provided by the developer. Developer
will set up a minimum of one demonstration for the client. Client understands
that depending on the complexity of their web site, the demo may or may not be
in the form of one or more branded screen captures. Once client has approved a
layout, and provided initial material an estimate to cost will be issued to the
client.
Clients
should continue, to continually view updates to the site when they are made
aware one has been made, and express their preferences or dislikes to the
Developer. Upon completion of the web site, an e-mail or letter and invoice
will be sent to the Client advising the Client that the work has been
completed. Final payment of the remaining balance plus any additional charges
incurred will be due within fifteen (15) business days after delivery of this
e-mail or letter and invoice. If the fifteen (15) day minimum is not met an
additional charge of 10% of the remaining balance is due. If payment is not
made within thirty (30) days of notification, simple interest will accrue on
the balance owed at a rate of 2% a day, from the date the 10% penalty was placed
on the bill.
Developer
reserves the right to remove all web content from the Internet if payment is
not made within thirty (30) days after delivery of your completion
notification. Most frequently, problems making payment timely are the result of
poor communication channels in a company's Accounting Department. If a payment
delay is anticipated, please contact the Developer to discuss potential
problems in advance. If problems are anticipated we may be able to accommodate
an alternate arrangement.
In
the event a Client's web site is taken off-line due to nonpayment of remaining
Balance, all related material remains property of the Developer. The Clients
project will be held 90 (ninety) days and kept available for re-installment. If
the Client comes forward and wishes the web site back online, the remaining
Balance, 10% penalty, and the interest collected from the time the 10% penalty
was placed to the time the web site was taken off-line must be paid first. In
Addition to this, a fee of no less then $50 and no more than $500 will also be
due in full before any material is placed back online. The amount of the fee is
based on the complexity of reinstalling the site online.
In
the event the Client does not come forward before the 90 days is up, the
Material may be broken down and offered to new potential clients, as it is
still property of the Developer.
Payment
Options and Arrangements are listed in the Appendix
7.
Client Amends
Developer
prides itself in providing excellent customer service. That is the spirit of
our agreement and the spirit of the Developer's business. To that end, we
encourage input from the Client during the design process.
The
Developer understands, however, that Clients may request significant design
changes to pages that have already been built to the Client's specification. To
that end, please note that our agreement does not include a provision for
"significant page modification" or creation of additional pages in
excess to the number listed in the Appendix. If significant modifications are
requested after a page has been built to the Client's specification, we must
add additional charges to the final bill.
Some
examples of significant modification at the request of the Client include:
·
Developing a new table or layer structure to accommodate a
substantial redesign at the Client's request.
·
Recreating or significantly modifying the company logo
graphic at the Client's request.
·
Replacing more than 75% of the text to any given page at the
Client's request.
·
Creating a new navigation structure or changing any graphics at the Clients request.
·
Significantly reconfiguring the Client's shopping cart with
new product, shipping or discount calculation if an e-commerce enabled site has
been selected by the Client.
Excessive
change to the Clients site will result in additional charges to the final Bill.
Any unforeseen addition or request not listed in this contract will also be
added to the final bill.
8. Maintenance
Agreements
Maintenance Agreements are negotiated on a Client-by-Client basis, as each
Client will have differing needs. This is another way the Developer seeks to
help the Client control cost.
[ ] Client wishes have developer maintain
site. Details:____________________________________________________________
[ ] Client wishes to maintain site
him/herself.
[ ] Client is unsure at this time.
9. Third Party
or Client Page Modification
Some
Clients will desire to independently edit or update their web pages after
completion of the site as a way to control costs and avoid the expense of a
Maintenance Agreement. Note, however, that if this option is selected and the
Client or an agent of the Client other than the Developer attempts to update
the web site and damages the design or impairs the ability for the web pages to
display or function properly, time to repair the web pages will be assessed at
an hourly rate of $75. There is a one-hour minimum. In this regard, Clients are
encouraged to obtain a Maintenance Agreement.
10. Search
Engine Registration
The Developer will optimize the Clients web site with appropriate titles,
keywords, descriptions and text and thereafter submit the Client's web site to
each of the major search engines and directories.
11. Copyrights
and Trademarks
The Client represents to the Developer and unconditionally guarantees that any
elements of text, graphics, photos, designs, trademarks, or other artwork
furnished to the Developer for inclusion in the Client's web site are owned by
the Client, or that the Client has permission from the rightful owner to use
each of these elements, and will hold harmless, protect, and defend the
Developer and its subcontractors from any claim or suit arising from the use of
such elements furnished by the Client.
12. Limited
Liability
Client
agrees to all terms and restrictions placed upon the Web hosting Service, the
Host Server and the Developer. The developer considers abusive or unethical
material to include, but are not limited to, pornography, obscenity, nudity,
violations of privacy, computer viruses, harassment, any illegal activity,
spamming, advocacy of an illegal activity, and any infringement of
privacy,
and
will not publish such material.
Client
hereby agrees to indemnify and hold harmless the Developer from any claim
resulting from the Client's publication of material or use of those materials.
It
is also understood that the Developer will not publish information over the
Internet that may be used by another party to harm another. The Developer will
also not develop a pornography or warez web site for the Client. The Developer
reserves the right to determine what is and is not pornography
13.
Indemnification.
Client
agrees that it shall defend, indemnify, save and hold the Developer harmless
from any and all demands, liabilities, losses, costs and claims, including
reasonable attorney's fees associated with the Developer's development of the
Client's web site. This includes Liabilities asserted against the Developer,
it's subcontractors, it's agents, its clients, servants, officers and
employees, that may arise or result from any service provided or performed or
agreed to be performed or any product sold by the Client, its agents, employee
or assigns.
Client
also agrees to defend, indemnify and hold harmless the Developer against
Liabilities arising out of any injury to person or property caused by any
products or services sold or otherwise distributed over the Client's web site.
This includes infringing on the proprietary rights of a third party, copyright
infringement, and delivering any defective product or misinformation which is
detrimental to another person, organization, or business.
14. Design
Credit.
Client
agrees that the Developer may put a byline on the bottom of their index.html or
main.html web page establishing design and development credit. Client also
agrees that the web site (or items) created for the Client may be included in
the Developer's portfolio.
15.
Nondisclosure.
The Developer, its employees and subcontractors agree that, except as directed
by the Client, it will not at any time during or after the term of this
Agreement disclose any Confidential Information to any person whatsoever.
Likewise, the Client agrees that it will not convey any confidential
information obtained about the Developer to another party.
16. Completion
Date
The Developer and the Client must work together to complete the web site in a
timely manner for both parties to remain profitable.
Ideally,
project should be completed within 30 days of signing this agreement,
17.
Cancellation
Cancellation of the project at the request of the Client must be made by
certified letter. In the event that work is postponed or canceled at the
request of the Client by registered letter, the Developer shall have the right
retain the original 50% deposit. In the event this amount is not sufficient to
cover the Developer for time and expense already invested in the project
additional payment will be due. If additional payment is due, this will be
billed to the Client within 10 days of notification via registered letter to
stop work. Final payment will be expected under the same terms as listed in
Article 17 above. Any remaining fees outside that of the Developer remains the
sole responsibility of the Client.
18. Entire
Understanding.
This contract and the Appendix attached thereto constitute the sole agreement
between the Developer and the Client regarding this project. It becomes
effective only when signed by both parties. It is the spirit of this agreement
that this will be a mutually beneficial arrangement for the Client and the Developer.
Specific details of our agreement will be attached in the Appendix.
Both
parties warrant that they have read and understand the terms set forth in this
agreement.
|
On
behalf of the Client. _____________________________________ |
On
behalf of the Developer. _____________________________________ Date
_____________________________________ |