Terms of Agreement
Client, hereafter known as the “Web User,” is engaging Convey Media hereafter known as “Developer,” located at PO Box 1450, New Rochelle, NY, 10802, as an independent contractor for the specific purpose of developing and/or improving a World Wide Web site to be installed on the Web User’s web space located on an Internet Service Provider’s (ISP) server.
2. Base Package / Content Management / Email.
2.1 Hosting Service.
The Developer will secure and maintain a separate contract with their current Internet Service Provider (ISP) for hosting.
The Web User hereby authorizes the Developer to access Internet Service Provider (ISP), and authorizes the Host Provider to provide the Developer with “write permission” for the Web User’s web page directory, cgi-bin directory, and any other directories or programs that need to be accessed for this project.
2.2 Domain Registration.
The Web User will be responsible for and maintain domain name. The Developer will provide DNS pointing to name servers if needed.
2.3 Base Package / Graphic Creation / Content Management / E-mail.
This agreement contemplates installments of the content management system (“CMS”), licensed under the GPL. This agreement contemplates branding of web pages, hereafter designated as “templates,” with layout, custom graphics and image modifications, logo modification, photo editing, and photo integration.
This agreement includes a provision for the creation of one database for the expressed purpose of running the CMS.
A template for the CMS will be created or modified to reflect the Web User’s wants. Coding will be created. Templates use XHTML and PHP coding. The Developer will modify CSS coding of font, image and table elements. The Developer will provide proofs and major revisions as needed before coding, and will complete any minor revisions after coding.
Text on current website will be transferred to management system. Final text will be supplied by the Web User. All content text shall be provided by the Web User point of contact in Microsoft Word.doc, .txt, .htm, or .RTF format. Submission can be made as: an email attachment; USB flash drive; or DVD/CD. Web User must supply Developer complete text and graphics content for all web pages.
The creation of sections and categories in the Article Manager menu bars, and standard contact page will be completed by the Developer. The Web User will provide the Developer with a list of names and email addresses to be assigned user access. The Developer will then create user accounts in CMS with predetermined access privileges.
2.8 Graphic Creation / Banner Advertisements.
It is anticipated that the Developer will create, capture or receive from the Web User all the graphic elements necessary to complete the Web User’s web site. This includes videos, photography or small illustrations. This contract does not contemplate, however, the creation of banner advertisements, company logo, animated graphics and banner advertisements. Stock images requested by Web User will be separately negotiated.
The Developer will develop a contact form if the Web User wants.
This agreement contemplates up to an average of 5 external or relative links per page and an e-mail response link on each web page to any e-mail address the Web User designates. This agreement also contemplates making any link the Web User desires “pop up” in a new window if requested at the specific dimensions and configuration specified by the Web User.
Unless expressly addressed in the proposal, this contract does not contemplate the installation of an ecommerce package.
Developer will insert default metadata values (including title, description, keywords, copyright, and author) that will be present on every page of the site. The Web User can also provide Developer with metadata specific to each page. Developer will also list Web User’s hyperlinked logo in the footer and contact information on the code side.
3. Cross Browser Compatibility.
Our agreement contemplates the creation of a web site viewable by Mozilla Firefox 3.5.x and Microsoft Internet Explorer 7.xx and Explorer 8.xx. Compatibility is defined herein as all critical elements of each page being viewable in both browsers. Web User is aware that some advanced techniques on the Internet, however, may require a more recent browser version and brand or plug-in. Web User is also aware that as new browser versions of Internet Explorer and Firefox are developed, the new browser versions may not be backward compatible. In the absence of a Maintenance Agreement time spent to redesign a site for compatibility due to the introduction of a new browser version will be separately negotiated and in addition to the base price of our agreement.
Upon completion of this contract, Developer can provide updates additions or changes to the content of the material on said web site for the per hour quoted on the web proposal, billed in increments of fifteen minutes to make minor site changes. If any major site changes are required by Web User, the parties agree to negotiate a flat or hourly fee charge for such service and enter into a “Change Order” memorandum for such service which is executed by both parties before the service is provided by Developer.
6. Service Charges.
The Web User may hire the hosting and e-mail service of Developer on Developer’s server for a monthly fee of Four ($4.00) Dollars per month, payable annually and to be billed by Developer. There will be no other service charges imposed by Developer for the use of the licenses of third party software providers unless expressly agreed to by Web User. The parties acknowledge that Developer may have to use software which is licensed by third party software providers in order to develop Web User’s web site which will not result in special charges which will be passed through without the addition on the part of Developer of any markup on behalf of Developer.
7. Copyrights and Trademarks.
The Web User 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 Web User’s web site are owned by the Web User, or that the Web User 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 Web User.
The Developer will provide e-mail and telephone assistance to the Web User’s designated representatives regarding management of the Web User’s web site for a period of two months after the completion of the contract. Additionally, Developer will provide a “How To” session for the CMS, not to exceed the number of hours listed in the web proposal.
9. Payment Terms / Work Flow.
An initial deposit is required by Web User to commence work, as per the acceptance and signature of the quote. The remaining fee will be due to Developer upon completion of site design, approval, and upload of content based on the Deliverables time frame indicated on the web proposal (a incremental bills as well as a final bill will be provided via email and mail). Both parties agree that all billing practices under this Agreement shall be in proportion to the service actually provided and payment for prospective future services–except for the annual site charges and initial deposit and any premium template and plugin theme purchases–shall not be pre-charged but billed upon the service having been provided.
Communication between the Developer and the Web User is crucial during the beginning phase to ensure that the ultimate publication will match the Web User’s taste and needs. Upon completion of this stage, the Web User will be asked to confirm acceptance for the basic site design via e-mail or by signing a printed copy of the design. Once this acceptance is received from the Web User, the work necessary to complete the project will begin.
Web Users should continue, however, to continually view updates to the site 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 Web User advising the Web User that the work has been completed.
Payment of the fee plus any agreed-to additional charges incurred will be due within thirty (30) business days after delivery of invoice. Developer reserves the right to remove all web content from the Internet if payment is not made within thirty (30) days after delivery of our completion notification. If a payment delay is anticipated, please contact the Developer to discuss potential problems in advance and to accommodate an alternate arrangement.
10. Web User Amends.
Developer encourages input from the Web User during the design process. The Web User agrees to a maximum or three major revisions of the template before coding and content integration begins. The Developer understands, however, that Web Users may request significant design changes to pages that have already built to the Web User’s specification. To that end, please note that our agreement does not include a provision for “post-production significant template/page modification.”
Some examples of significant page modification at the request of the Web User include:
- Requesting a new template to modify at the Web User’s request.
- Developing a new structure to accommodate a substantial redesign at the Web User’s request.
- Recreating or significantly modifying the company logo graphic at the Web User’s request.
- Replacing more than 75% of the text to any given page at the Web User’s request.
- Creating a new navigation structure or changing the link graphics at the Web User’s request.
- Significantly reconfiguring the Web User’s shopping cart with new product, shipping or discount calculation if an e-commerce enabled site has been selected by the Web User.
If significant page modification is requested by the Web User after the site has been completed and payment received, page modifications will be considered an “update” and billed accordingly. Moderate changes, however, will always be covered during our development of the site and also covered by our one month of free maintenance.
The Developer strives to accommodate the needs of each Web User and we maintain a liberal redesign policy. Developer cannot, however, provide major redevelopment services after the template has been agreed upon, design is integrated, and content is uploaded and formatted.
11. Third Party or Web User Page Modification.
Some Web Users 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. This is always an option for Web Users of the Developer.
Note however, that if this option is selected and the Web User or an agent of the Web User 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 the hourly rate.
12. DVD Burning.
The Developer will burn one copy of the Web User’s web site into a DVD at the Web User’s request upon completion of the site. Additional copies of the DVD are available for $25.00 each.
13. Assignment of Project.
The Developer reserves the right to assign certain subcontractors to this project to insure the right fit for the job as well as on-time completion. The Developer warrants all work completed by subcontractors for this project.
14. Additional Expenses.
Web User agrees to reimburse the Developer for any critical Web User-requested expenses necessary for the completion of the project. Examples would be:
- Purchase of specific fonts at the Web User’s request,
- Purchase of specific photography at the Web User’s request.
- Purchase of specific software at the Web User’s request.
- Submission of site to specific search engines at the Web User’s request.
15. Limited Liability.
Web User agrees that any material submitted for publication will not contain anything leading to an abusive or unethical use of the Web Hosting Service, the Host Server or the Developer. Abusive and unethical materials and uses 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.
Web User hereby agrees to indemnify and hold harmless the Developer from any claim resulting from the Web User’s publication of material or use of those materials.
It is also understood that the Developer will not publish information over the Internet which may be used by another party to harm another. The Developer will also not develop a pornography or warez web site for the Web User. The Developer reserves the right to determine what is and is not pornography.
Web User 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 Web User’s web site. This includes Liabilities asserted against the Developer, its subcontractors, its agents, its Web Users, 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 Web User, its agents, employee or assigns.
Web User 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 Web User’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.
17. Laws Affecting Electronic Commerce.
The Web User agrees that it is responsible for complying with the laws, taxes, and tariffs related to e-commerce, and will hold harmless, protect, and defend the Developer and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Web User’s use of Internet electronic commerce. Web User also understands that the Developer cannot provide legal advice.
18. Ownership to Web Pages and Graphics.
All content provided to Developer by Web User, with the exception to the Convey Media logo, shall remain the sole and exclusive property of Web User. Copyright to the finished assembled work of web pages produced by the Developer and graphics shall be vested with the Web User upon final payment for the project. This ownership is to include templates, design, photos, graphics and text. Work-up files remain with the Developer.
All materials developed under this contract and intended for publication to the web remain the property of Developer until such time as final payment for the work described herein has been tendered by Web User. At this time, all materials become the property of Web User and may be used by them, as desired.
Should materials described in this contract be used on the web by Web User before the tender of final payment, then this contract is breached and appropriate penalties will apply. Upon termination of this agreement by either party as provided in Developer’s general policy statement, all content provided by Web User will be deleted from Developer’s server, computers, databases or data centers.
19. Design Credit.
Web User agrees that the Developer will place a small hyperlinked byline logo on the bottom of their visible html web pages establishing design and development credit. Web User also agrees that this byline logo will remain on the site for the duration of the site design’s existence. Further, the Web User agrees that the web site created for Web User may be included in the Developer’s portfolio.
The Developer, its employees and subcontractors agree that, except as directed by the Web User, it will not at any time during or after the term of this Agreement disclose any Confidential Information to any person whatsoever. Likewise, the Web User agrees that it will not convey any confidential information obtained about the Developer to another party.
21. Completion Date.
The Developer and the Web User must work together to complete the web site in a timely manner for both parties to remain profitable.
Cancellation of the project at the request of the Web User must be made by certified letter. In the event that work is postponed or canceled at the request of the Web User by registered letter, the Developer shall have the right retain the original deposit, if applicable. 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 Web User within ten days of notification via registered letter to stop work.
Any disputes in excess of $1,000 (or the maximum limit for small claims court) arising out of this Agreement shall be submitted to binding arbitration before the Joint Ethics Committee or a mutually agreed upon Arbitrator suitor pursuant to the rules of the American Arbitration Association. The Arbitrator’s award shall be final, and judgment may be entered in any court having jurisdiction thereof. The Web User shall pay all arbitration and court costs, reasonable attorney’s fees and legal interest on any award or judgment in favor of the Developer.
24. Entire Understanding.
This contract and the Appendices attached thereto constitute the sole agreement between the Developer and the Web User 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 Web User and the Developer.
Terms of Agreement last modified March 1, 2015.