WEB SITE DEVELOPMENT AGREEMENT
~ Proposal Document Contract
~
SAMPLE
Client:
Authorized Representative of the Client:
Phone:
FAX:
Address:
City:
State:
Zip:
Country:
E-mail address:
Present WWW URL (if any):
User Name:
Password:
1. Authorization. The above named client is engaging VIA Web
Development, a sole proprietor, located at 216 Framces St.,
Waynesville, Missouri 65583,
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, _________________________ will be known as the
"Client", and VIA Web Development will be known as the "Developer".
The Developer will establish contracts with both FatCow.com and
Authorize.net to host the Client's web site and to process secure Internet transactions
(if a shopping cart is requested as part of the website),
respectively. These two contracts are separate from this contract with the Developer. These
two separate contracts will be purchased by the Developer using Client funds separate from
those paid to the Developer by the Client for design and development of the Client's web
site. The Client hereby authorizes the Developer to coordinate with FatCow.com and
Authorize.net for the purpose of creating proper functionality of the Client's web site.
2. Payment Terms and Work Flow.
A. The contract price, until modified in writing
by the Developer and Client when the web site is finished, consists of
the initial estimate provided to the Client, detailed in Appendices A
or B and presented to the client during
Step #1: Consultation and Proposal.
B. The Developer will provide the Client an initial estimate which will
estimate the total finished cost of the web site, plus all initial (and later payments and
fees or charges) monies paid to FatCow.com and Authorize.net for the proper functionality
of the web site. Upon signing of this Proposal contract, the Client agrees to pay 1/2 of this
initial estimate, plus all initial monies needed to secure separate contracts with FatCow.com and Authorize.net, to the Developer. The Client will later make all FatCow.com
and Authorize.net payments and fees or charges directly to FatCow.com and Authorize.net.
Upon receipt of the intial payment by the Client to the Developer, the
Developer will begin
Step #2: Web
Site Design Phase. This phase of development is defined as
the phase in which the basic web site design concepts and details are
worked out. During this phase,
the Client will be required to continue to view updates to the web site and express
his or her
preferences or dislikes to the Developer in a timely manner. Upon completion of this
phase, the Developer will notify the Client in writing by letter and invoice. The Client will
confirm acceptance and approval of the web site design by signing the letter and invoice
and by signing a printed copy of the web site. The letter and invoice will also contain
the exact amount of the final payment due upon completion of
Step #4: Countdown to Completion Phase.
Appendix A, prepared by the Developer, will contain specific deadlines and milestones
of site development.
Appendix B to this contract will include the exact final payment
amount, should the client find it necessary to have the Developer make
any last minute changes not included within the Proposal document.
Step #2: Web
Site Development Phase. Upon receiving the signed letter
and invoice and signed printed copy of the web site indicating
acceptance and approval of the web site design, the Developer will move forward by optimizing the web site's
graphics for faster download times, developing the html, and testing the navigation to
ensure it is functioning properly throughout the web site. If the Client's web site has a
shopping cart, online credit card purchasing, dynamic pages, or any element that requires
back-end work, this functionality will be implemented here. Code
elements will be created, then carefully integrated into the web site.
Upon completion of the web site, an e-mail or letter and invoice will be
sent or hand delivered to the Client advising the Client that the work has been completed.
Final payment of the remaining balance from the Proposal document, plus any additional charges incurred
and outlined in Appendices A or B, 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% 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 18% from the date the 10% penalty was levied.
The 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 timely payments 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.
C. All delivery dates depend on the timeliness of the delivery of
materials and information by the Client. In the event materials are not timely delivered
by the Client, the following delivery dates are automatically extended by the number of
days in which the Client's materials are late. In the event the Developer becomes unable
to deliver the web site on the completion date because of events outside the control of
the Developer; or if the Client, after the execution of this agreement, orders options or
creates the necessity for overages beyond those outlined in the
Proposal document, then the Developer shall give reasonable assurance of
the new completion date and shall fix such date on a reasonable basis. All payments are
non-refundable.
D. Payment shall be made as per the terms on each invoice as hereinabove
set forth and the developer shall be entitled to reasonable legal fees in the event the
services of an attorney are necessary for collection. Checks, Money Orders and Bank Wire
Transfers must be made out to Via Web Development. All invoices have fifteen (15) day
terms except for the initial payment, which is payable immediately upon contract signing.
E. Any specific work flow timeline milestone estimates and other options
and particulars are contained in Appendices A or B to this contract.
F. No other options or particulars, items, functions, or implementations
which are not specifically detailed in the Proposal contract and
Appendices A or B, including but not
limited to artwork, animations, logo creation, Java, JavaScript, Shockwave, Flash, audio,
video, movies, and other interactive elements, shall be deemed part of the initial
estimate. Such features and/or functions are to be proposed separately
within Appendix B as options and upon
written approval by the Client and Developer shall become part of this contract. This
contract does not provide maintenance or upgrades unless indicated in
Appendices A or B.
Accordingly, an additional fee will be charged to the Client for such purposes. Other than payment for such services which are specifically set
forth in the Proposal contract and Appendix B, payable to the Developer as part of this
Proposal contract, the Client recognizes
that there are or may be other fees associated with operating a web site, including but
not limited to web site hosting, secure packet hosting and transactions, web site
statistics, visitor tracking, and domain name registration and renewal, which are not
included in this contract and are to be paid by the Client to third parties as indicated
in this contract and this contract's Appendix B.
G. The Client has the responsibility of providing timely technical and other
information and documentation as needed by the Developer and to test the product provided
and make written comments to the Developer within reasonable time periods. Reasonable time
period shall be considered (3) three business days or such as agreed upon by Client and
Developer in writing on a case by case basis. Notification by e-mail will be considered sufficient. The failure to provide such timely written information, or to test the product,
or provide written comment on the tested product within those time periods may cause a
delay in the completion of the project both with regard to the completion date and
possible interference with other contractual obligations of the Developer. Upon reasonable
written notice by the Developer, and upon the failure of the Client to comply with the
requests for information, testing or comment within a period within (7) seven business
days, the Developer may deem the Client to be in breach of the agreement, cancel the
agreement with the Client, retain the monies already paid, and invoice for services
rendered to date which shall be paid within ten days of receipt of the invoice; or the
Developer, at his option, may place the project on hold, fix new contract dates for
delivery and completion, and invoice the Client for the work done to date, which shall be
paid within ten days of receipt of the invoice.
H. Additional Expenses. Client agrees to reimburse the Developer for any
critical Client-requested expenses necessary for the completion of the web site not
mentioned in this Proposal contract or Appendices A or B. Examples would be:
I. Client Amends. Developer prides himself in
providing excellent customer service. That is the spirit of our
agreement and the spirit of the Developer's business. To that end, we
both encourage and require input from the Client during all design
phases. The Developer understands, however, that
Clients may request significant design changes to pages that have already been built to
the Client's previous specification. To that end, please note that our agreement does
include a provision for "significant page modification". This provision is built
into the 4-Step Design Process as
Step #2: Web
Site Design Phase. Step #2 if the design process is
intended specifically for the Client and Developer to work out any
significant page modifications.
If significant page modification is requested after a page has been built
to the Client's specification (after
Step #2: Web
Site Design Phase), we must count
it as an additional page and include such changes in Appendix B. Some
examples of significant page modification at the request of the Client include:
Clients who anticipate frequently changing the look of
their web site during the design process and Clients who desire to be
intricately involved in the design of each page are encouraged to
negotiate an additional agreement.
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
free of charge.
J. 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 in Appendices A or B to this
Proposal contract.
Developer offers two kinds of maintenance agreements.
In one, the Client pays a fixed monthly rate for such things as
changing price to an e-commerce item (on an e-commerce enabled
website), adding additional
inventory (on an e-commerce enabled website), making moderate graphic changes, and coordinating delivery of the web site with
the Host Provider. In the other agreement, the Client pays on an 'as needed' hourly basis.
K. Breach or Cancellation. In the event of any uncured default in payment
within ten (10) business days after notice by the Developer, the Client shall be deemed to
be in default under this contract. Upon such contract default, or if the Client gives
notice of cancellation of the contract without any default of the Developer, the Developer
is immediately entitled to all payments previously made and to invoice for all work
including overage and options ordered by the Client to the date of cancellation or breach.
There shall be no right to a refund to any payments already made. Developer shall be
entitled to reasonable legal fees in the event the services of an attorney are necessary
for collection. Consequential or third-party damages are prohibited.
In the event of any uncured default by the Developer within (14) fourteen
business days of notice by the client concerning the delivery schedule, the Developer
shall be deemed in default under the contract and the Client shall be entitled to a refund
of payments made at which time the contract is cancelled, the work is deemed that of the
Developer, without any warranties by the Developer. The Client shall be entitled to
reasonable legal fees in the event the services of an attorney are necessary for
collection. Consequential or third-party damages are prohibited.
3. Hosting Services. It is agreed that this account will be hosted
by Fat Cow (FatCow.com) and Authorize.net. The Developer will secure these accounts on behalf
of the Client. All charges incurred in doing so will be billed to the Client as an
addition to the initial estimated base price contemplated by this agreement
unless contained herein or within Appendices A or B. These are not
sources of income for the Developer.
4. Domain Registration. The Developer will secure a domain name
(such as www.myname.com) for the Client at the Client's request unless
the client already has a domain name to be used for the purpose of
containing the finished web site. All charges incurred in
securing a domain name or transferring/parking an existing domain name
(previously purchased by the Client) will be billed to the Client as an addition to the base price contemplated by
this Proposal agreement unless contained herein or within Appendices A
or B. Charges incurred in securing a domain name or
transferring/parking an existing domain name are Fat Cow (FatCow.com)
fees, and are not a source of income for the Developer.
5. Web site Operations and Use Training. The Developer will provide
e-mail and/or telephone assistance to the Client's designated representatives regarding
operating and using the web site. Specifics will be listed in
Appendices A or B of this
agreement.
6. Base Package / Graphic Creation / E-mail. This agreement
contemplates a web site with a specific number of web pages which shall contain a variety
of layouts, graphics, Flash, JavaScript, etc. The Client agrees to a minimum
number of web pages created by the Developer which will constitute the
'web site'. This contract also includes a provision to assist the
Client with e-mail setup of up to 3 email accounts. Current e-mail
clients supported by the Developer include all versions of Microsoft
Outlook or Outlook Express. See Appendices A or B for your specific web site details.
7. Text. Final text shall be supplied by the
Client, keyed-in and on diskette, CD or via email, unless otherwise
specified in Appendices A or B.
8. Links. This agreement contemplates 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 the Client designates unless otherwise specified in
Appendices A or B. The Client agrees to allow permanent placement of
the Developer's banner/link on the bottom of each web page created by
the Developer.
9. Cross Browser Compatibility. Our agreement
contemplates the creation of a web site viewable by Microsoft Internet
Explorer 6.0 or higher. Compatibility is
defined herein as all critical elements of each page being viewable in the browser. 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 of
Internet Explorer are developed, the new browser versions may not be backward compatible.
In the absence of additional redesign and development work listed in a Maintenance
Agreement or Appendices A or B, time spent to redesign a web site for compatibility due to the introduction of
a new browser version will be separately negotiated and in addition to the initial
estimated base price of this agreement.
10. Graphic Creation. The Developer will
capture, or receive from the Client, all the graphic elements
necessary to complete the Client's web site. Graphic creation is not
provided by the developer unless otherwise specified in Appendices A
or B.
11. Photography. For Clients residing in Pulaski, Phelps or
Lacelede Counties in Missouri, the Developer will visit the Client's place of business to
capture the 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 Pulaski, Phelps or Laclede Counties, Missouri,
either additional monies will be paid to the Developer for the purpose
of travel and accomodation, or subcontractors may be necessary and the
additional cost incurred shall be paid by client. Client may not
choose to capture the photographs independently. See Appendices A or B for specific details.
12. Scanning. This agreement contemplates scanning up to ten (10)
images for the Client. It is contemplated that this will accommodate the needs of most
Clients. If more than 10 images need to be scanned, the charge for each will be $5.00
after the ten-image allowance has been reached. Please note: If you anticipate needing
extensive scanning service, please discuss this need with your VIA Web Development Sales
Professional. Discounts are available for volume scanning service.
13. CGI / Perl. This contract contemplates up to two (2) basic form
pages on the Client's web site with the data captured in each form delivered to the Client
at the Client's specified e-mail address. If a specific script beyond this capability is
requested by the Client, and it must be purchased by the Developer at the Client's
request, the charge for the script, will be billed back to the Client
or be included within Appendices A or B.
14. Macromedia Flash. Macromedia Flash work is
charged by the hour. If chosen, the charges for such will be listed in
Appendices A or B.
15. DHTML. As with Macromedia Flash, this is always an option for
the Client. If DHTML technology is desired by the Client, the rate to program each DHTML
page will be specified in Appendices A or B. The Client understands that DHTML technology may not
work in older browsers and some DHTML technology is not cross-browser specific.
Specifics and charges for such will be listed in Appendices A or B.
16. Real Audio/Video. As with Macromedia Flash,
specifics and charges for such will be listed in Appendices A or B.
17. QuickTime / QuickTime VR. As with
Macromedia Flash, specifics and charges for such will be listed in
Appendices A or B.
18. E-commerce / Secure Certificate. If the
Proposal agreement requires an
e-commerce enabled web site, the Fat Cow (FatCow.com) shopping cart and Secure Certificate
will be used, and Authorize.net will be responsible for all secure transactions and
transmissions. All Fat Cow (FatCow.com) and Authorize.net charges are subject to change
and the Developer has no control of third-party pricing. It is the Client's responsibility
to investigate Fat Cow (FatCow.com) and Authorize.net pricing and to honor all third-party
agreements secured for the Client by the Developer.
19. Shopping Cart SSL Secure Option and Merchant Account. The
Secure Socket Layer (SSL) encrypts data being sent over the Internet and is very useful in
conjunction with the Shopping Cart to provide the Client's customers with peace of mind in
sending sensitive information to via the Internet/web. SSL is free using
the Fat Cow Web
Hosting SSL Certificate. This means that the Client will use the "fatcow.com"
domain name in any secure URL. If the Client wishes to use its own domain name in the
secure URL, there is currently a $150 US fee for the Client to get its own secure
certificate at Fat Cow (FatCow.com), and an additional $50 fee from the Developer to
coordinate/initiate this through the Client's web site host, Fat Cow (FatCow.com). There
is also currently a $10 Fat Cow monthly fee to have a private SSL
certificate. Additional charges and fees for the Developer and for
third-party pricing may be found in Appendices A or B
to this agreement, as well, such as additional Developer and Authorize.net charges for the
use of a Internet transaction-capable Merchant Account secured independently by the
Client. The Developer encourages the Client to secure a Merchant Account via Authorize.net
during the Developer-Client set-up session needed to set-up the Client’s
Authorize.net account.
20. Web site Statistics. Basic web site
statistics that provide details about your domain usage are included in this agreement. Fat Cow (FatCow.com) offers
a more advanced stats program called, "Webalizer". There is a $10 Fat Cow
(FatCow.com) charge to setup Webalizer. If Webalizer is chosen by
Client, additional agreement specifics will be covered in Appendices A
or B of this agreement.
21. Merchant Account. If the Client's web site requires the ability
to accept credit cards, the Client will need a Merchant Account capable of receiving
secure Internet money transactions. The Client understands that these charges are
purchased/coordinated by the Developer through Authorize.net and that any charges
necessary to secure the Merchant Account will be paid additionally by the Client. Setting
up the Merchant Account will require both the Developer and the Client to sit down
together with Authorize.net and set up the Merchant account via the telephone.
22. Authorize.net. If the Client has a high volume / high sales web
site, real-time credit card processing will be desired as an addition to the basic
service. In this instance, the Developer will assist the Client in obtaining this service.
Any charges related to this service are payable to Authorize.net or a third-party will be
billable to the Client, by such party as an addition to the base price of this agreement.
23. ASP / Cold Fusion. Web sites which require database design may
require Microsoft ASP or Allaire Cold Fusion technology. Any charges
applicable to ASP or Cold Fusion are in addition to the base price and
specifics and charges for such will be listed in Appendices A or B.
24. Databases. This agreement does not include
a provision for the creation of a database unless specifically listed
in Appendices A or B. If your web site requires a database, the
specifics and charges for such will be listed in Appendices A or B.
25. Third Party or Client page modification. Some Clients will
desire to independently edit or update their web pages after completion of the web 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, specifics will
be listed in Appendices A or 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 $75. There is
a one-hour minimum charge by the Developer for this type of repair. In this regard,
Clients are encouraged to obtain a Maintenance Agreement.
26. CD Burning. The Developer will burn one copy of the Client's
finished web site into a CD at the Client's request upon completion of the Client's web
site. Additional copies of the CD are available for $25.00 each.
27. Search Engine Registration. The Developer will provide the
Client's web site with appropriate titles, keywords, descriptions and text, and thereafter
submit the Client's web site to Google (Google.com). The Developer offers advanced search
engine optimization and web site promotion services. If advanced search engine
optimization and web site promotion services are desired, the agreement for said services
will be listed in Appendices A or B. The Developer encourages all commercial Clients to obtain
advanced Search Engine Optimization and Web site Promotion services.
28. 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 independent
subcontractors who are secured by the Developer for this project. Such subcontractors like
Fat Cow.com (FatCow.com) and Authorize.net who have their own warrantees are not warranted
by the Developer. When subcontracting is required, the Developer will only use
industry-recognized independent professionals.
29. 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.
30. 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 in the State
of Missouri on behalf of the Client.
31. 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, the Developer, independent subcontractors, or
third-party subcontractors. 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.
32. Indemnification. The 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 or service sold by the Client, its agents, employees 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.
33. 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.
34. 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 when possible, work-up files, text, and any program(s)
specifically designed or purchased on behalf of the Client for completion of this project.
The purchase of the actual Copywright(s) desired will be conducted by the Client, independent
of the Developer.
35. Design Credit. Client agrees that the Developer may put a
byline on the bottom of their index.html, index.htm, default.html, default.htm, main.html,
or main.htm web page(s) (the Client's Main Web site Homepage) and all
other web pages designed by the Developer to establish design and
development credit. Client also agrees that the web site created for the Client may be
included in the Developer's portfolio.
36. 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.
37. Client Referral Commission Program. The Developer recognizes
'word-of-mouth' advertising as its most favorable method of developing new business. As
such, we want to reward 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 two months of free
maintenance service. For Clients who regularly help us attract new clients, this can
result in a virtually free Maintenance Agreement.
38. 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. We agree to work expeditiously to complete this project no later than
absolutely necessary.
39. 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 to
retain the original 50% 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 letter to stop work. Final payment will be
expected under the same terms as listed in this agreement above.
40. 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
Appendices A or 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 the State of Missouri.
On behalf of the
Client:_______________________________________
Date: ______________
On behalf of the
Developer:____________________________________
Date: ______________
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