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TERMS OF AGREEMENT
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- Seawing Designs – Jason E.G.Earrame, trading as Sea-wing Designs having its principal place of business at 19231 Marble St., Rochester, WA, U.S.A. 98579, aforesaid.
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- The Client – the entity which enters into a contract with Sea-wing Designs.
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- Domain Name – the root address of a website, e.g. www.businessname.com. All such names must be registered with the appropriate naming authority, which will usually charge a fee.
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- Downtime - time when the website is not accessible via the Internet. This may be because of a technical failure of the Host (Hosting Company) or because work is being carried out on the site.
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- Host - the company on whose system the Website physically resides.
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- Link, Hyperlink - a ‘clickable’ link embedded on a web page which may take the form of a graphic or text.
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- Search Engine – a website which contains a directory of websites on the Internet enabling users to find websites by subject matter classification.
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- Website – a collection of web pages and associated code which forms an integrated presence.
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- The Work – the subject matter of the contract between the Client and Sea-Wing Designs.
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- Authorization The above named client is engaging Sea-wing Designs, a sole proprietor, located at 19231 Marble St., Rochester, WA, U.S.A. 98579 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.
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- Hereafter, the client will be known as the “Client” and Sea-wing Designs will be known as the “Developer.”
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| 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 Developer to access the above FTP account, and authorizes the web hosting service to provide 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. The Client also authorizes Developer to publicize their completed web site to Web search engines, as well as other Web directories and indexes. |
| Standard Hosting Service —–It is agreed that this account will be hosted by Dreamhost. In the opinion of the Developer this Host Provider offers superior service and affordable value. The Developer will secure this account on behalf of the Client. We also offer the Client the ability to secure an 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. |
| Please note: Using an alternate host is always an option for the Client. Should the Client desire to use a Host Provider other than Dreamhost, the name of the host provider and the terms of the hosting agreement will be listed in Appendix A. |
| Domain Registration —–The Developer will secure a domain name (www.myname.com) for the Client at the Client’s request. 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 domain name 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. Should the Client desire a specific domain name which is already owned by another party and negotiations for said domain name must be undertaken by the Developer, additional charges may apply. The Client will be contacted in advance before any negotiations of this nature are undertaken or charges are incurred. |
| Training—– The Developer will provide e-mail assistance to the Client’s designated representatives regarding management of the Client’s web site. Sometimes, however, training for groups on-site at the Client’s place of business is desired. If this is desired the charges incurred by the Client for training and the details of what will be provided will be listed in Appendix A of this agreement. |
| Text —–Final text should be supplied by the Client unless otherwise specified in Appendix A. 500 words per page approximate standard. Web pages of more than 1,200 words of text per page may be subject to additional fees for increased formatting time. Writing, editing and re-writing text will be charged at an hourly rate listed in Appendix A. |
| Links —–This agreement provides for up to an average of 12 external or relative links per page and an e-mail response link on each web page to any e-mail address specified by Client. |
| This agreement also provides for making any link the Client desires “pop up” in a new window if requested at the specific dimensions and configuration specified by the Author. |
| Photos —–Unless specified otherwise under apendix A, photos and other miscellaneous graphic images must be supplied by Client. |
| Cross Browser Compatibility—– Our agreement provides for the creation of a web site viewable by Firefox, Mozilla, Netscape 6+, Microsoft Internet Explorer 6+. Compatibility is defined herein as all critical elements of each page being viewable in these 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. |
| 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 a basic logo, buttons, layouts and photography as listed below. This contract does not contemplate, however, the creation of banner advertisements, branding logos or flash objects. Should the Client need graphic design and branding the charge will be listed in Appendix A. |
| Logo —–A logo to be used for anything other than the Internet is classed as a ‘branding logo’; this incurs a graphic design fee dependant on whether logo is for a business, corporation, non-profit organisation or club. The logo fee will be set out in Appendix A. |
| E-commerce—– This contract provides for the possibility of an e-commerce enabled site. If a shopping cart is required for the Client’s site, Zen Cart will be the default software used and or Dreamhost will be the host. The charges for the shopping cart will be listed in Appendix A as an addition to the base price of this agreement. |
| Secure Certificate —–This agreement provides for 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. |
| Databases —–This agreement does not include a provision for the creation of a database unless specifically listed in Appendix A. If your site requires a database the charges for such will be listed in Appendix A. |
| Payment Terms / Work Flow —–A minimum deposit of one third (33%) of the total amount is required to commence work. |
| Once the first deposit is received by the Developer, a basic site design concept will be made available for the Client’s viewing and approval within a reasonable timeframe. There will be a maximum of 1 concept made available to the client. Communication between the Developer and the Client is crucial during this phase to ensure that the ultimate publication will match the Client’s taste and needs. |
| Upon completion of this stage, the Client 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 Client, the work necessary to complete the project will begin, and the second third (33%) of the total amount will be paid. |
| Clients 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 Client advising the Client that the work has been completed. Final payment of the remaining 34% balance plus any additional charges incurred will 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% is due. 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. 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. |
| 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 of our agreed ___ page maximum. If significant page modification is requested after a page has been built to the Clients specification, we must count it as extra design work. |
| Some examples of significant page 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 header / 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 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. |
| Clients who anticipate frequently changing the look of their site during the design process and Clients who desire to be intricately involved in the design of each page are encouraged to negotiate an agreement which exceeds the page maximum. If significant page modification is requested by the Client after the page maximum has been reached the charge will be $200.00 for each additional page. 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 can not, however, provide major redevelopment services in excess of the page maximum contemplated by this agreement. |
| 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. If you have chosen a Maintenance Agreement the terms of such will be listed as Appendix B to this agreement. |
| 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. |
| Maintenance, if included in the contract, shall be on a month to month basis, with a minimum of ____$50_____ payable in any month where updating is necessary. Fees will be assessed on an hourly basis at ___$50____ per hour or part thereof. No fee will be required in a month where no updating is necessary. Search engine re-submissions, other than the original submission included in the contract fee, shall be included in the maintenance fee. |
| Maintenance and Correction of Errors—–The developer takes no responsibility for the functionality or maintenance (unless a maintenance contract is in place) of the Website after the Work has been completed. Errors (both technical and typographical) attributable to the developer will be corrected free of charge, but the developer reserves the right to charge a reasonable fee for correction of errors for which the developer is not responsible, including, but not limited to malicious modification of the Website by a third party and typographical errors contained in materials provided to the developer by the Client. |
| 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. If the Client desires this capability, it will be specifically listed in Appendix B. |
| 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 $50. There is a one hour minimum. In this regard, Clients are encouraged to obtain a Maintenance Agreement. |
| CD BurningThe 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 $25.00 each. |
| Search Engine Registration —–The Developer will optimize the Clients web site with appropriate titles, keywords, descriptions and text and thereafter, on the clients request, submit the Client’s web site to each of the free major search engines and directories including Google, ODP and MSN. If further search engine optimization are desired the agreement for said services will be listed in Appendix B. |
| 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. When subcontracting is required, the Developer will only use industry recognized professionals. |
| 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. |
| 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. |
| Age Authorized representative of the Client certifies that he or she is at least 18 years of age and legally capable of entering a contract on behalf of the Client. |
| 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, warez, piracy, 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 what is not pornography. |
| 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, 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. |
| Laws Affecting Electronic Commerce—— The Client 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 client’s use of Internet electronic commerce. |
| Client also understands that the Developer can not provide legal advice. |
| Ownership to Web Pages and Graphics—– License to the finished assembled work of web pages produced by the Developer, and the graphics, shall be vested with the Client upon final payment for the project. |
| This license gives the Client the right to use the elements designed for their web site as a whole. The client cannot re-sell the web pages, design, source code or layout. The client cannot edit the source code to create new pages. The Client may add new pages to their site but each new page must contain the original source code and follow the same design structure as the rest of the site, in order to retain the integrity of the site. |
| Copyright is retained by the Developer. This Copyright is retained in order to speed the development process with each successive Client. |
| If the Client wishes to purchase the Copyright, there will be an additional and significant fee for providing this service. This service will be listed in Appendix A. |
| Design Credit —–Client agrees that the Developer may put a byline on the bottom of their web site establishing design and development credit. Client also agrees that the web site created for the Client may be included in the Developer’s portfolio. |
| 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. |
| Client Referral Commission Program The Developer recognizes ‘word-of-mouth’ advertising as our most favorable method of developing new business. As such, we want to thank customers who are pleased with our work and refer us to another individual, business, or organization. |
| If you refer our services to another party and we ultimately establish a contract with that party, we will provide you, the Client, with six months of free hosting. |
| 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. |
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| Cancellation —–Cancellation of the project at the request of the Client must be made by registered mail. In the event that work is postponed or cancelled at the request of the Client by registered mail, the Developer shall have the right retain the original 33% deposit. In the event this amount is not sufficient to cover the Developer for time ($50 per hour) 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 mail to stop work. Final payment will be expected under the same terms as listed in Article 24 above. |
| Cancellation of the project at the request of the Developer must be made by registered mail. In the event that work is postponed or cancelled at the request of the Developer by registered mail, the Developer shall have the right retain the original 33% deposit. In the event this amount is not sufficient to cover the Developer for time ($50 per hour) 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 mail to stop work. Final payment will be expected under the same terms as listed in Article ”Payment Terms / Work Flow” above. |
| Arbitration —–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 Small Claims Court or a mutually agreed upon Arbitrator suitor. The Arbitrator’s award shall be final, and judgment may be entered in any court having jurisdiction thereof. The Client shall pay all arbitration and court costs, reasonable lawyers’ fees and legal interest on any award or judgment in favor of the Developer. |
| Entire Understanding. —–This contract and the Appendices 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 as Appendix A and Appendix B. |
| Both parties warrant that they have read and understand the terms set forth in this agreement. |
| This agreement shall be governed and construed in accordance with the laws of United States of America. |
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