TERMS AND CONDITIONS
The client, ""Your Business or Organization"", (referred to herein as 'Client') has engaged Steve Graves DBA The Visual Foundry (referred to herein as 'Developer') for the specific purpose of designing or maintaining a World Wide Web site. The Client will establish a contract for hosting with an ISP or hosting company, or the Developer will establish one for the Client (to be specified in the attached work order). The Client hereby authorizes the Developer access this account, and authorizes the Host provider to provide the Developer access to any directories that the Developer may need for the purpose of uploading files to the website.
GENERAL WORKING AGREEMENT
This document defines the terms and conditions of our working relationship. All projects or services that Developer may be contracted to produce or provide for Client will be subject to the following:
ESTIMATE
Developer will make every effort to stay within 10% of the written estimate. However, significant design changes, added pages, scripting and graphic design changes or additions desired after the original website has been approved will incur additional charges. All changes must be in writing and any changes to this agreement will necessitate the creation of a new written agreement or written addendum to the existing agreement.
RELEASE
Before the website is published to the client's server, the client must sign a release which states the following:
- Client unconditionally guarantees all material supplied for inclusion in the website is owned by the Client, or the Client has written permission from the owner to use such components in the website. The Client 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.
- Client has agreed that the web site is complete and meets with the client's approval.
TEXT
Client shall provide all final text in digital format (ASCII text files delivered on a compact disc, floppy disk, or via email). If client does not have text in digital format, there will be a typing charge of $0.05 (Five Cents) per word to type the copy. Developer may agree to typing a certain amount of words for the initial development of clients webpage, if this is part of the agreement said client will not be charged per typed word until set amount of initial words is exceeded. Developer Initial Here: _________ to agree to typing: ________ words.
IMAGES
Client shall provide all images in digital format (.jpeg, .gif, delivered on a compact disc, floppy disk, or via email). If client does not have images in digital format, there will be a scanning charge of $2.50 per image.
DATABASES
This contract does not provide for database development. If database(s) are required, terms will be discussed and a separate contract will be required.
MAINTENANCE SERVICES
Maintenance services cover the following specific changes to the website: "Country Side Estates): Text changes, layout changes & 3 hours of graphic design changes (for fancy special buttons etc) Per month.
If the Client asks for services out of the maintenance schedule (asking for new pages to be developed etc, a time estimate will be given to the client, upon approval of project changes the client will be charged by the following formula: Time X $95.00/hr. All monies for new project are to be paid when the project changes have launched.
ADDITIONAL SERVICES
No additional services will be rendered without the Client's authorization. Client agrees to be responsible for ay expenses related to the completing of the project beyond what is specifically stated in this agreement including but not limited to the purchase of fonts or photography. All additional services must be requested via services request form or official email sent from client to developer. If client sends electronic correspondence requesting more work done outside of the original agreement they are responsible for all additional fees which are incurred by said request. Additional requested fees are charged at the developer’s hourly rate of $65.00 per hour.
COPYRIGHT
Because the Developer is independent contractor and not an employee of the Client, all code, graphics, layout and design remain the copyrighted property of the Developer with the permission to be used only in the website created by the developer. Copyrighted graphics, code, layout and design may not be copied or altered under any circumstance. Client has rights to text and unaltered photos which have been provided by the client. If the web site is to be changed or altered by anyone other than the Developer, client agrees not to incorporate copyrighted components created by the Developer. The Developer reserves the right to use all created material in a portfolio. Client agrees to allow an author/copyright statement and link to the Developer in a byline located at the bottom of the main page of the website. Client may arrange to purchase said copyrights from Developer with the caveat that the Developer has the right to include the original code, graphics, layout and design in a portfolio. If copyright infringement by the Client occurs, the Developer will notify the client of the infraction via certified letter. If the Client does not suitably resolve the infringement, the Developer reserves the right to pursue legal remedy. The client is responsible for any and all legal costs related to pursuing copyright infringement remedies. Said developer may retain the option by initialing here _______ to relinquish all rights to the design upon project completion.
* DESIGN CREDIT
Client agrees that the Developer may put a link to a design credit page on the bottom of the Client's website. Client additionally agrees that the original web site design may be included in Developers portfolio.
PAYMENT
Client agrees to pay Developer an initial sum equal to 60% of the estimated cost of the completed website design upon execution of this agreement. If the Developer is contracted to set up hosting and domain registration, the cost, as charged by the respective companies chosen by the client will be expected in the initial down payment. This may be waived if the developer/client relationship has built rapport and agrees upon waiving the down payment. _____ Initial here to waive 60% down payment.
Upon completion of the project template (not project launch), Client agrees to pay the balance due, in addition to any additional services that may be rendered. Delinquent bills (for design and development) will be assessed a $25 charge if payment is not received within 14 days of the due date. If an amount remains delinquent 30 days after its due date, an additional 5% penalty will be added each month of delinquency. In the event of a delinquent bill, Developer reserves the right to remove web pages from viewing on the Internet until final payment (including any late fees) is made. Should collection activities become necessary, the client agrees to pay all fees relating to the collection.
Client is responsible to pay any internic fees or hosting fees in addition to the required down payment of design. Such fees may be incurred if the client decides to use in house hosting or if said client engages developer to register and maintain the domain registration information in the stead of the client.
If client and developer have entered into a partial legal bartering account, all trade goods must be surrendered upfront before the work is done. Barter goods are held as “collateral” until the job is finished by developer. If bartering relationship is to replace all monetary exchanges between client and developer, client may charge developer full suggested retail price for bartered equipment instead of clients wholesale cost. If legal paperwork such as state title transfer, ATF background checks or other legal transfer forms are required, said forms must be completed and cleared before the transaction takes place.
All checks are to be made payable to: Steven R Graves
WARRANTIES AND LIABILITY
Developer cannot guarantee that the functions of the website will meet the clients expectations of site traffic or resulting business. In no event will Developer be liable to the Client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate these Web pages or Web sites. Developer is not a promotion/search engine submission company and cannot guarantee specific placements or listings with search engines or directories; however developer will complete all keywords, image name and placement or file placement in the best known configuration to help guide SEO for client website. Client agrees not to publish or ask the Developer to publish anything unethical, abusive, illegal or of a harassing nature on the site and will hold harmless, indemnify and defend the Developer against any demands, claims, and/or legal action arising from the content published on the site. Client is solely responsible for products or services distributed or sold on the website and agrees to hold harmless, indemnify and defend the Developer against any demands, claims and/or legal action related to products or services distributed or sold on the Client's website.
CANCELLATION
Cancellation of this agreement by Client must be done by Certified Letter. Developer will retain the original deposit for the project. If the Developer has additional time and expenses invested into the project beyond the original deposit, Client will be billed accordingly via certified mail. Final payment will be expected upon receipt of the invoice.
TOTAL COSTS & PAYMENT SCHEDULE
- Payment Schedules: All payments made to the developer, whether they be maintenance payments or design credit payments are due by the fifth day of the month every month. A grace period of 5 days will be granted before any late payment penalties incur. If the client fails to pay the amount due by the tenth day of the month a $45.00 USD charge will be added to the payment due.
- Collections & Non-Payment: Any account that becomes more than 90 days past due will incur an additional fee of $200.00 to cover any debt collection service fee’s. All accounts will be sent to collections after three written warnings. A attempt to collect monies warning will be sent every 30 days after the original 90 day period, totaling 180 days past due. If client fails to respond within said 180 days, client will be sent to an Oregon based debt collections service.
- Costs: All costs will be outlined in the below worksheet, there will be no other hidden fees, or surcharges added after the signing of this agreement. The client must initial every charge agreeing to it as well as initial the bottom of the agreement acknowledging that the developer has gone over and explained every aspect of said agreement to ensure that there are no further obligations.
Developer Signature: _______________________________ Date: ____/____/______
Client Signature: _______________________________ Date: ____/____/______
|
