Development Agreement
Should you wish to appoint Net Noise to develop
a web site for you or maintain your existing site, the standard
contract below will form the basis of our agreement.
Net Noise - Web Design
and Development Agreement
Company/Client ........................................................
Phone................................ Fax.................................
Alternate Phone ........................................................
Authorised Representative of the Company / Client
...............................................................................
Address ...................................................................
City............................ State.....................................
Postcode..................... Country................................
Email address .........................................................
Present WWW URL (if any): ...........................
...........
...............................................................................
Username.......................... Password.......................
Terms of Agreement
1. Authorisation
The above named client is engaging Net Noise, a Queensland company,
located at 5 Fairford Court, Tingalpa, Brisbane, QLD 4173 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 a Web Presence Provider's (WPP) server. Hereafter,
the client will be known as the "Client" and Net Noise
will be known as the "Developer."
The Client will establish a separate contract with
a Web Presence Provider (WPP) for hosting, or the Developer will establish
one for the Client. The Client hereby authorises the Developer to access
this account, and authorises the Host Provider to provide the Developer
with "write permission" for the Client's web page directory,
cgi-bin directory, and any other directories or programs that need
to be accessed for this project.
2. Standard Hosting
Service
It is agreed that the Client will utilise a WPP suggested by the Developer
to host this account, or will specify one explicitly. the Developer
will either secure this account 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.
Please note: Using an alternate host is an option
for the Client. Should the Client wish to nominate a Host, the name
of the host provider and the terms of the hosting agreement will
be listed in an Appendix to this agreement.
3. Domain Registration
The Developer will secure a domain name 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 identified by this agreement.
These are 3rd party 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.
4. Training
The Developer offers online, onsite and telephone assistance for
the Client and up to one of the Client's representatives. Sometimes
however, training for groups on-site at the Clients place of business
is desired. In all cases, costs and details of training must be
included in an Appendix to this Agreement, which shall constitute
the entire agreement as to specifics of training.
5. Project Brief
The Project Brief is attached attached as
Appendix 1, and as a minimum nominates itemised fees and charges,
technologies proposed for site construction, site features. maximum
number of pages and an hourly charge for work undertaken outside
the specifications nominated in the Project Brief.
6. Text
The final text must be supplied by the Client unless otherwise specified.
An average of 300 words per page is standard for content-driven
pages. Text not supplied in electronic format is subject to additional
charges, as noted in Appendix 1. Web pages of more than 1200 words
of text may be subject to additional fees for increased formatting
time.
7. Links
This agreement anticipates up to an average of 10 external or relative
links per page and an email response link on each web page to any
email address the Client designates. This agreement also includes
making any link the Client desires "pop up" in a new window
if requested at the specific dimensions specified by the Client.
8. JavaScript Rollovers
and Other Effects
This contract anticipates using JavaScript rollovers for links,
as well as other audio and visual effects. All such effects must
be specified in the Project Brief (Appendix 1).
9. Cross Browser Compatibility
Our agreement anticipates the creation of a web site viewable by
both Netscape 6 or higher and non-branded Microsoft Internet Explorer
4.0 or higher. Some advanced techniques on the Internet may require
a more recent browser version and or plug-in. Compatibility is defined
herein as all critical elements of each page being viewable and
functional in either browser.
10. Graphic Creation
/ Banner Advertisements
In many cases, the Developer will create, capture or receive from
the Client graphic elements necessary to complete the Client's site.
This includes creating the company logo, ancillary images, animated
graphics and banner advertisements. This also includes photography
or scanning services as identified below. Such features must be
described in the Project Brief (Appendix
1).
11. Photography
If identified in the Project Brief the Developer will visit the
Client's place of business in Brisbane and capture images in digital
format or on 35mm film for conversion to digital format, for inclusion
on the Client's web site. Photographic retouching of these images
is included in the agreed contract price. If photographic capture
is necessary and the Client's place of business resides outside
Brisbane, Queensland, subcontractors may be necessary or the Client
may choose to capture the photographs independently.
12. Scanning
This agreement anticipates scanning images up to the number nominated
in the Project Brief for the Client. If more than this number of
images need to be scanned, additional charges may apply and the
charges will be calculated at the nominated hourly fee.
13. Page Redirection
/ Plug-in Technology
JavaScript programming necessary to complete the Client's site is
included in the base price of this contract. JavaScript programming
also includes page redirection based on the presence or absence
of a viewer's browser or plug-in if needed and graphic preloading
into the viewer's cache.
Note however, that if additional pages are necessary
to accommodate older browsers or specific plug-in technology, additional
charges shall apply if the maximum page limit identified by the
Project Brief is exceeded.
14. Payment Terms /
Work Flow
A minimum deposit of fifty percent (50%) is
required to commence work. Once the 50% deposit is received
by the Developer, basic site design concepts will be put online
for the Client's viewing and approval. Alternatively, the Developer
may show the design to the Client in person, via computer. 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 concept
either via email or by signing off on a printout of the design.
Once this is received from the Client, the work necessary to complete
the project will begin.
Clients should continue, however, to continually
view updates to the site and express their preferences or dislikes
to the Developer. Upon completion of the site, an email or letter
will be sent to the Client advising that the work has been completed.
Final payment of the remaining 50% balance
will be due within 10 business days after delivery of this
email. If the 10 day minimum is not met an additional late charge
of 10% of the total is due.
The Developer reserves the right to remove all
web content from the Internet if payment is not made within ten
days after delivery of our completion notification. If a payment
delay is anticipated, please contact the Developer to discuss in advance.
We may be able to accommodate an alternate arrangement.
15. Client Requested
Modifications
The Developer prides itself on providing excellent customer service.
That is the spirit of our agreement and the spirit of our business.
To that end, we encourage input from the Client during the design
process.
We know that Clients may request significant design
changes to pages we 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 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 table or layer 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.
We cannot provide major redevelopment services
in excess of our agreed page limit to the Client without charge.
Our hourly rate nominated in the Project Brief will apply to modifications
made to all signed off pages.
16. 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 helps the Client control cost. If you have chosen a Maintenance
Agreement the terms of such will be listed in an Appendix
to our agreement. The customer pays on an 'as-needed' hourly basis,
in 1-hour increments. Clients with content which changes frequently,
yet who are not proficient at website maintenance and web page authoring
and do not want a maintenance agreement, should inquire about automating
such changes via third party software which the Developer shall
procure for the Client, the use of which the Client can be taught
at the hourly rate, subject only to terms specified in an Appendix
to this Agreement. It is of utmost importance and the Client herein
acknowledges that it understands that if such an automation is desired,
it must be specified in an Appendix
prior to commencement of the website design.
17. 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. If the Client desires this capability, it will
be specifically listed in an Appendix.
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 site on their own 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 specified
in the Project Brief. There is a one-hour minimum. In this regard,
Clients are encouraged to obtain a Maintenance Agreement.
18. 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 recognised professionals.
19. Additional Expenses
The 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.
20. 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 Web
pages 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.
21. Limited Liability
The Client agrees that any material submitted for publication will
not contain anything leading to an abusive or unethical use of the
Web Presence Provider, 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.
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 most specific example of this would be
information instructing the user on how to build a bomb.
The Client hereby agrees to indemnify, save, hold
harmless and defend the Developer from any claim resulting from the
Client's publication of material or use of those materials.
22. 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 legal fees associated with
the Developer's development of this 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.
The Client also agrees to defend, save, 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, organisation, or business.
23. Laws Affecting Electronic
Commerce
The Client agrees that they are 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 use of Internet electronic
commerce. The Client also understands that the Developer cannot provide
legal advice.
24. Ownership to Web
Pages and Graphics
Copyright to the finished unique assembly of web pages produced
by the Developer and graphics shall be vested with the Client only upon
final payment. This ownership is to only include design, photos,
graphics, source code, work-up files, text, and program(s), all
of which may have been specifically designed for the Client for
completion of this project. However, copyrights to third party artwork
licensed by the Developer, or third party licensed software, remain
with the copyright holders.
25. Design Credit
The Client agrees that the Developer may put a by-line text or image
link on the bottom of their index.html or index.htm or default.html
or default.htm web page or similar, establishing design credit in
the name of the Developer or the Developer's business entity. Client
also agrees that the web site created for the Client may be included
in the Developer's portfolio.
26. Nondisclosure
The Developer, its employees and subcontractors agree that, except
as directed by the Client, will not at any time during or after
the term of this Agreement disclose any confidential information
identified as such, to any person whatsoever.
Likewise, the Client agrees that it will not convey
any confidential information obtained about the Developer to another
party.
27. 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 the completion date identified in Appendix 1 (Project Brief)
28. Cancellation
In the event that work is postponed or cancelled at the written
request of the Client, 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 (nominated hourly rate) 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 email to stop work.
29. Arbitration
Any disputes arising out of this Agreement shall be submitted to
arbitration before the Queensland Office of Fair Trading or a mutually
agreed upon Arbitrator. Should the dispute not be mutually resolved
it is to be referred to the Small Claims Tribunal for legally binding
adjudication. The Arbitrator's award shall be final and the Client
shall pay all arbitration and court costs, reasonable legal fees
and legal interest on any award or judgment in favour of the Developer.
30. Entire Understanding
It is understood by both parties to this Agreement that this document
represents the spirit of their understanding where the Appendices
are silent, and that the Appendices represent the letter of specifications
where this Agreement is silent.
This contract and the Appendices attached hereto
constitute the sole agreement between the Developer and the Client
regarding its web design service. 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 arrangements of our agreement will be attached
as Appendix 1 (Project
Brief).
This agreement shall be governed and construed
in accordance with the laws of the State of Queensland.
On behalf of the Client ............................................................
Date......................
On behalf of the Developer ...........................................................
Date .....................
|
