The above named Client is engaging WizBang! Web Design located at 908 Cork Ln, Acworth, GA 30102, as an independent contractor for the specific purpose of developing and/or improving a website hereafter referred to as "Web Design Project" to be installed on the Client's web space located on an Internet Service Provider's (ISP) server.
Hereafter, the Client will be referred to as "Client" and WizBang! Web Design will be known as the "Developer."
The Client will establish a separate 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 Developer with "full access" to the Client's account, directories and any other programs needed for this Web Design Project that are included as part of the Client's service agreement.
2. Standard Hosting Service
Developer will either secure an account with a Host Provider on behalf of the Client, or the Client may secure the account independently. We offer the Client the ability to secure this account independently as a way to help the Client control cost. If however, the Client is not an advanced user of the Internet, the Client is encouraged to use the services of the Developer to secure and maintain this account.
3. Domain Registration
The Developer will secure a domain name (www.myname.com) for the Client at the Client's request unless it is included within a package deal. All charges incurred in doing so will be billed to the Client as an addition to the base price contemplated by this agreement. These are Internet fees, and are not a source of income for the Developer. If the Client already has a domain name, the Developer will coordinate redirecting the address to the new host.
Final text will be supplied by the Client. All content text shall be provided by the Client point of contact in Microsoft Word.doc or .RTF format. Submission can be made as an email attachment or on a flash drive.
5. Cross Browser Compatibility
Our agreement contemplates the creation of a web site viewable by Internet Explorer, Firefox, Opera and Safari. Compatibility is defined herein as all critical elements of each page being viewable in all 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 as new browser versions 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.
6. Graphic Creation
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 contemplate, however, the creation of banner advertisements.
For Client's residing in Cherokee and Cobb County Georgia, the Developer will, at the request of the Client, visit the Client's place of business and capture up to ___ images in digital format for inclusion on the Client's web site. Photographic retouching of these images is included in this agreement. If photographic capture is necessary and the Client's place of business resides outside Cherokee and Cobb County Georgia, subcontractors may be necessary or the Client may choose to capture the photographs independently.
This contract contemplates the possibility of an e-commerce enabled site. If a shopping cart is required for the Client's site, ___________________ or __________________ will be the default software used and ________________________ will be the host.
9. Secure Certificate
This agreement contemplates the possibility of an e-commerce enabled site. If the Client selects an e-commerce enabled site, the Client is encouraged to obtain a secure certificate for online transactions. The Client understands that if they do not obtain their own secure certificate, design capabilities on the shopping cart itself may be limited.
10. Merchant Account
If the Client's web site requires the ability to accept credit cards, the Client will need a Merchant Account. The Client understands that any charges necessary to secure the Merchant Account are not covered by this agreement.
11. Copyright and Trademarks
The Client 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 Design Project 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. Web Site Maintenance
This agreement allows for minor web site maintenance to pages over a 30 day period, and up to an average of one half hour per regular web site, including making minor changes to a sentence or paragraph. It does not include updating or replacing nearly all the text from a page with new text, major page reconstruction, new pages, guest books, navigation structure changes, repairs or Web Design Projects delivered by the Client via media storage. The period of 30 days begins on the date the Client's web design site has been published to the hosting service or 45 days from the date this agreement was signed, whichever comes first.
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. The Developer offers two kinds of maintenance agreements. In one, the Client pays a fixed monthly rate for such things as changing price to an item, adding additional inventory, making moderate graphic changes, and coordinating delivery of the web site with the Host Provider. In the other agreement, the customer pays on an 'as needed' hourly basis.
13. 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. This is always an option for Clients of the Developer.
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 the hourly rate of $75. There is a one hour minimum. In this regard, Clients are encouraged to obtain a Maintenance Agreement.
14. CD Burning
The Developer will burn one copy of the Client's web site into a CD at the Client's request upon completion of the site. Additional copies of the CD are available for $15.00 each.
15. Search Engine Optimization
The Developer will optimize the Clients web site with appropriate titles, keywords, descriptions and text and thereafter submit the Client's web site once to each of the free major search engines and directories. The Developer encourages all commercial Clients to obtain, at their discretion, advanced Search Engine Optimization and Site Promotion services.
16. Additional Expenses
Client agrees to reimburse the Developer for any critical Client requested expenses necessary for the completion of the project. Examples would be:
Purchase of specific fonts at the Client's request,
Purchase of specific photography at the Client's request.
Purchase of specific software at the Client's request.
Submittal to specific search engines at the Client's request.
17. Limited Liability
Client 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.
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 which 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.
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, its subcontractors, its 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.
19. Completion Date
The Developer and the Client must work together to complete the Web Design Project in a timely manner. The Developer agrees to work expeditiously to complete the Web Design Project no later than _____ days after the Client has submitted all necessary materials. If the Client does not supply the Developer with complete text and graphic content for this Web Design Project within 60 days of the date this agreement was signed, the entire amount of the agreement becomes due and payable. If the Client still has not submitted all the required contents within 90 days after signing this agreement, an additional continuation fee of 15% of the total agreement price will be assessed for each month until the Web Design Project is published or the Client cancels the Web Design Project in writing.
20. Electronic Commerce Laws
The Client agrees that the Client is solely responsible for complying with such laws, taxes and tariffs, and will hold harmless, protect, and defend the Developer and its subcontractors from any claim, suit, penalty, tax or tariff arising from the Client's exercise of Internet electronic commerce, if this service is provided within the Web Design Project. Client also understands that the Developer cannot provide legal advice.
21. Ownership to Web Pages and Graphics
Copyright to the finished assembled work of web pages produced by the Developer and graphics shall be vested with the Client upon final payment for the project. This ownership is to include, design, photos, graphics, source code, work-up files, text, and any program(s) specifically designed or purchased on behalf of the Client for completion of this project. Rights to clipart, photos, graphics, source code, work-up files and computer programs that are not specifically requested and designed under work for hire are not transferred to the Client, and remain the property of their respective owners.
22. 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 created for the Client may be included in the Developer's portfolio as examples of its work.
A minimum deposit of one third (33%) of the total amount is required to commence work.
Payments must be made promptly based on the agreed schedule. Delinquent bills can be assessed a $25 charge if payment is not received within 10 days of the due date. If an amount remains delinquent 30 days after its due date, an additional 5% penalty can be added for each month of delinquency. The Developer reserves the right to remove any Web Design Project from viewing on the Internet until final payment is made. In case collection proves necessary, the Client agrees to pay all fees incurred by that process. This agreement becomes effective only when signed by an authorized representative of the Developer. Regardless of the place of signing of this agreement, the Client agrees that for purposes of venue, this agreement was entered into in Acworth, Georgia, US and any dispute will be litigated or arbitrated in Acworth, Georgia, US. Please pay on time. All payments will be made in US $ funds via PayPal.com, cash, check or money order.
Most frequently, problems making payment timely are the result of poor communication. 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.
24. 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 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 of our agreed page maximum. If significant page modification is requested after a page has been built to the Client's specification, we must count it as an additional page.
Some examples of significant page modification at the request of the Client include:
Developing a new 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 the link graphics at the Client's 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.
Moderate changes, however, will always be covered during our development of the site and also covered by our one month of free maintenance. Again, we strive to accommodate the needs of each Client and we maintain a liberal redesign policy. We cannot, however, provide major redevelopment services to the in excess of the page maximum contemplated by this agreement.
25. Legal Notice
The Developer does not warrant that the functions contained in the Web Design Project will be uninterrupted or error-free. The entire risk as to the quality and performance of the Web Design Project is with the Client. In no event will any representative of the Developer be liable to the Client or any third party for any damages, including, but not limited to service interruptions caused by Acts of God or any other circumstances beyond our control, any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate this Web Design Project, failure of any service provider, of any telecommunications carrier, of the Internet backbone, of any Internet servers, your or site visitor's computer or Internet software, even if the Developer has been advised of the possibility of such damages.
26. This Agreement
This agreement constitutes the sole agreement between the Developer and the Client regarding this Web Design Project. Any additional work not specified in this contract must be authorized by a written or e-mail request. All prices specified in this contract will be honored for 3 months from date offered. Acknowledgement of agreement after that time will require a review of current pricing and new agreement. This agreement supersedes any prior written or oral agreements between the parties.
This agreement may be modified or amended if the amendment is made in writing and is signed by both parties.
If any provision of this agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed written, construed, and enforced as so limited.
29. Waiver of Contractual Right
The failure of either party to enforce any provision of this agreement shall not be construed as a waiver of limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this agreement.
Any notice, direction or other communication given under this Agreement shall be in writing and given by sending it via e-mail or via regular mail. In the case of e-mail, valid notice shall only have been deemed to have been given when an electronic confirmation of delivery has been obtained by the sender, in the case of notice to us to firstname.lastname@example.org or an authorized representative, in the case of notice to you, at the e-mail address provided by you in this agreement, in your WHOIS record for the website domain name or as updated from time to time. Mail shall be sent to WizBang! Web Design, 908 Cork Lane, Acworth, Georgia 30102 and to you at the mailing address provided in this agreement or as updated in writing. Any e-mail communication shall be deemed to have been validly and effectively given on the date of such communication, if such date is a business day and such delivery was made prior to 4:00 p.m. Eastern Standard Time and otherwise on the next business day. Any communication sent via regular mail shall be deemed to have been validly and effectively given 5 business days after the date of mailing.