Home »Service Pricing » Sample Terms & Conditions
The following is a sample Terms & Conditions document similar to one included in a proposal of web development services. The majority of these terms
apply to most projects and should not change. Some portions are specific to a given scenario and may not be included in all proposals. This is just a
sample. Proveyance reserves the right to make changes to this and other sample documents.
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Terms and Conditions
- Authorization
The client is engaging Proveyance, Inc., located at 101 Thomas St., Frankfort Kentucky 40601, as a contractor for development of a Web site. Hereafter, the client will be known as the "Client" and Proveyance will be known as the "Developer." The client will establish a separate contract with an Internet Service Provider (ISP) for hosting. The client hereby authorizes the developer to access this account and any other directories or programs which need to be accessed for this project.
- Hosting Service
This account will be hosted by Hostway, Inc. Hostway offers superior service and value. The client will secure the account independently with the assistance of developer to help the client maintain complete control and independence from the developer. Should the client desire to use a Host Provider other than Hostway, the name of the host provider and the terms of the hosting agreement will be listed in Appendix A.
- Domain Registration
The client requesting a new domain name (www.xxxxxxxxxxxxxxxx.com). The domain name procurement has no associated fee, excepting that which may be charged by the new registrar.
- Training
The developer will provide e-mail and telephone assistance to the client's designated representatives during the development process and for up to 2 hours per month, each month, for 6 months beyond the project completion date. If on-site training is desired and determined before this agreement the charges incurred will be listed in Appendix A of this agreement.
- Text
Final text will be co-developed by the client and developer unless otherwise specified in Appendix A.
- Links
The number of hyper-links allotted under this agreement is unlimited.
- Cross Browser Compatibility
The developer will design the Web site to be viewable in both Netscape 4.5 and above, and Microsoft Internet Explorer 5.0 and above. Advanced features such as Flash 6, however may require a more recent browser version or plug-in. As new browser versions are developed, the new versions may not be backward compatible.
- Graphic Images
The developer will create or receive from the client all the graphic elements necessary to complete the client's Web site. This also includes photography or scanning services as may be listed in Appendix A. Should the client need advertisements or animated banners, the details and fees will be listed in Appendix A.
- Photography and Scanning Services
The client will be providing the bulk of the product images needed for this project in CD-R format. Retouching of these images is included in this agreement. If more images need to be photographed, the client will be billed standard hourly rates for this service. The details will be outlined in appendix A of this agreement. Please note: If you anticipate needing extensive scanning service, please discuss this need with your Proveyance representative.
- Additional Pages and Plug-ins
If additional pages are necessary to accommodate specific browsers, plug-in technology, screen resolutions, or platforms additional charges may apply if the programming scope of our agreement is exceeded.
- Interactive Forms
This proposal includes use of forms embedded on the client's Web site with the data captured in each form to be delivered to the client at the client's specified e-mail address. If a specific script is requested by the client and it must be purchased by the developer at the client's request, the charge for the script, if any, will be billed back to the client.
- Macromedia Flash
This agreement includes development of an image slide-show and menu to be built using Flash technology. If more prominent use of Macromedia Flash technology is desired by the client, the specific understanding of our arrangement will be listed in Appendix A. Although Flash work is charged by the hour, the developer warrants to protect the client by specifying a maximum charge in advance which will be listed in the main proposal pricing.
- Server Log Files and Analysis (Statistics)
Hostway will provide graphical, Web-based server logs to the client. Minimal training will be provided by the developer with regard to helping the client interpret log files at a scheduled time after the project completion date. If Hostway is not the host, Proveyance can not guarantee the existence of or the functionality of any statistics service with a host provider other than Hostway.
- E-commerce
No E-commerce functions will be provided by Proveyance under this agreement.
- Security and Merchant Account
No security key or merchant account integration will be provided by Proveyance under this agreement.
- ASP / Cold Fusion
The proposed systems will be built upon the Active Server Pages platform. Active Server Pages (ASP) is Microsoft's easy-to-use alternative to CGI, PHP, Cold Fusion and other scripting platforms by allowing content developers to embed any scripting language or server component into their web sites. ASP provides the ability to customize content for different browsers.
- Databases
Creation of and on-going maintenance of a dynamic web site under the proposed project requires the use of a Microsoft Access database. This database and all other developed content will become the property of the client, once the project is completed.
- Payment Terms / WorkFlow
A deposit of fifty percent (50%) is required to commence work. Once the developer receives the 50% deposit, the development process will commence. Communication between the developer and the client is crucial during development to ensure that the ultimate publication will match the client's taste and requirements. Upon certain milestones, the client will be asked to confirm acceptance of design elements and concepts via e-mail or by telephone. Clients should continually view updates to the site and express their preferences or dislikes to the developer. Upon mutual agreement that this contract has been executed, an e-mail and invoice or letter and invoice will be sent to the client advising the client that the work has been completed. Final payment of the remaining 50% balance plus any additional charges incurred will be due within fifteen (15) days after delivery of said e-mail and invoice or letter and invoice. If the fifteen (15) day deadline is not met an additional charge of 10% is due immediately. 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. Developer reserves the right to remove all Web content from the Internet if payment is not made within sixty (60) days after delivery of the project. Frequently, problems making payment are the result of poor communication in a company's Accounting Department. If a payment delay is anticipated, please contact the developer to discuss a resolution. We may be able to accommodate an alternate arrangement.
- Client Amends
The developer understands that clients may request significant design changes to pages that have already been built to the client's earlier specification. Our agreement does not include a provision for "significant page modification" or creation of additional pages in excess of our agreed upon project scope. 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. If the client requests significant modifications, beyond the scope of this agreement the standard hourly rates will be charged for each individual service. Moderate changes, however, will always be covered during our development of the project. We strive to accommodate the needs of each client and we maintain a liberal redesign policy. We can not, however, provide major redevelopment services beyond the scope contemplated by this agreement.
- Maintenance Agreements
If you have chosen a maintenance agreement the terms of such will be listed as Appendix A to this agreement. The Developer offers two kinds of maintenance agreements; A fixed monthly rate for such things as changing the price of an item, adding inventory and coordinating delivery of the Web site with the Host Provider. In the other agreement, the customer pays on an 'as needed' hourly basis but at reduced rates under the agreement.
- CD Burning
The developer will burn one copy of the client's Web site on a CD-R disc upon completion of the site. Additional copies are available if the original becomes damaged or is lost.
- Search Engine Registration
The developer will optimize the client's Web site with appropriate titles, keywords, descriptions and text and submit the domain in a single submission to Google. If advanced search engine optimization and/or site promotion services are desired the agreement for said services will be listed in Appendix A.
- Assignment of Project
The developer reserves the right to assign subcontractors to ensure the right fit for the job. The developer warrants all work completed by subcontractors. When subcontracting is required, the developer will only use industry recognized professionals.
- Additional Expenses
The client agrees to reimburse the developer for any client requested expenses incurred after the agreement.
- Copyrights and Trademarks
The client guarantees that any text, graphics, photos, designs, trademarks, or other artwork furnished to the developer are owned by the client, or that the client has permission from the owner to use each of these elements. The client will hold harmless, protect, and defend the developer and its subcontractors from any claim or suit arising from the use of elements furnished by the client. All data provided by developer become the possession of client who maintains sole rights to publish the material. In the future, client may use any part of the data, files or graphics provided by developer in other formats, as they see fit.
- 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 Kentucky.
- 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. Abusive and unethical materials include 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 or use of materials.
- Indemnification
Client agrees that it shall indemnify 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, officers and employees, that may arise or result from any service provided or performed. Client also agrees to 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 is responsible for complying with the laws, taxes, and tariffs related to e-commerce, and will hold harmless the developer and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the client's use of Internet electronic commerce.
- Ownership of Web Pages and Graphics
Copyright to the web pages produced by the developer and graphics shall be vested with the client upon final payment for the project.
- Design Credit
Client agrees that the developer will put a by-line in the footer of their Web site establishing design and development credit. The web site created for the client may be included in the developer's portfolio or advertised on the Proveyance corporate site.
- Nondisclosure
Except as directed by the client, the developer will not at any time 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.
- Completion Date
The developer and the client must work together to complete the Web site in a timely manner. We agree to work expeditiously to complete this project and are targeting the date indicated in the service form area of this agreement.
- Arbitration
Any disputes in excess of $1,000 arising out of this Agreement shall be submitted to binding arbitration before the Joint Ethics Committee of the State of Kentucky or a mutually agreed upon Arbitrator suitor pursuant to the rules of the American Arbitration Association. The Arbitrator's award shall be final, and judgment may be entered in any court having jurisdiction thereof. The client shall pay all arbitration and court costs, reasonable attorney's fees and legal interest on any award or judgment in favor of the developer.
- Entire Understanding
This contract and any appendices attached thereto constitute the sole agreement between the developer and the client. 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 Kentucky.
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