Foggy Bottom Web Design Business Agreement …
Website Design and Development – Terms and Conditions: AUTHORIZATION: Foggy Bottom Web Design, LLC (FBWD )
You or your company,( herein after referred to as “Client”) are engaging John Langlois, DBA Foggy Bottom Web Design,LLC (hereinafter referred to as “FBWD”), as an independent contractor for the specific purpose of designing a Web site (hereinafter referred to as “Web Design Project”) to be published in the Client’s account at an Internet Service Provider (ISP)/Web Presence Provider (WPP) computer, hereinafter referred to as a “Hosting Service”, or provided on DVD at the Client’s option.
The Client hereby authorizes FBWD to access this account, and authorizes the Hosting Service to provide FBWD , with “full access” to the Client’s account, and any other programs needed for this Web Design Project that are included as part of the Client’s service agreement/level.
The Client also authorizes FBWD to submit the completed Web Design Project to major Web Search Engines. These conditions of FBWD apply to the exclusion of any terms or conditions of the Customer. No variation of these conditions will be binding on FBWD or form part of any contract unless expressly accepted by FBWD in writing.
ESTIMATES: FBWD will usually attempt to estimate a price. Where possible a full brief, preferably in writing should be supplied by the Customer to FBWD before such an estimate can be prepared.
COST VARIATIONS: All prices quoted are, in the absence of specific written agreement to the contrary, estimated only. FBWD quotations for design work are based upon projected working hours at the current studio rate, plus materials, and are subject to amendment on or after acceptance to meet any rise or fall in such rates or material costs. Any increased charges or costs arising from alterations or additions to contractual specifications or to work previously approved, may be charged to the Customer. Other expenditure such as material sub-contracted on behalf of the Customer will be quoted separately.
CONSEQUENTIAL LOSS: FBWD shall not be liable for any loss or damage, whether direct or consequential, which is or may be occasioned to the Customer or to any person with whom he is in contractual relations which is in any way attributable to any delay in performance or completion of any contract between FBWD and the Customer, however that delay arises.
CUSTOMER’S PROPERTY: Customer’s property when supplied to FBWD will be held at the risk of the Customer, although all reasonable care will be taken to prevent loss or damage. If third parties are sub-contracted by FBWD and are to use this artwork to complete their requested task, then all artwork remains the property of the FBWD customer and may not be copied or used in any manner by the third party for their own work.
INITIAL WORK: Work produced, whether experimentally or otherwise, at Customer request will be charged for unless otherwise agreed in writing. If the Customer wishes to terminate an order at this stage, a termination invoice will be drawn up charging for time and materials up to this point.
PROOFS: Final proofs will be presented by FBWD to the Customer for approval prior to publishing. When approval is given by the Customer in the form of a signature, email approval or verbal approval, he is assumed by FBWD to have studied all aspects of the material presented and to be satisfied with them, noting any exceptions in writing.
IN THE EVENT THAT: (a) the customer becomes apparently insolvent ( within the meaning of the Bankruptcy) or makes any voluntary arrangement with its creditors, or (b) a petition is presented or a resolution is passed to wind up the customer (other than for the purposes of reconstruction or amalgamation as a solvent company ), or (c) a receiver is appointed over the whole or any part of the assets of the Customer or an administration order is made in respect of the Customer, or (d) the Customer shall otherwise cease trading, or (e) any diligence, distress, execution or other process is levied or enforced against any property of the customer, then in any such event FBWD shall ( without prejudice to any other right or remedy available to it ) be entitled to cancel any contract between itself and the Customer or suspend any further deliveries of goods or the provision of any further services under any such contract without any liability to the Customer and if any goods or services have been delivered or supplied but not paid for, the price of such goods and services shall become immediately due and payable, notwithstanding any previous agreement or arrangement to the contrary.
Temporary Status: You agree that in the event of non-payment for any website service that FBWD may replace the website with a page that reads “This website is temporarily unavailable.”
DEVELOPMENT: This Web Design Project will be developed using various commercial software products and proofed by hand.
Browser Compatibility – Designing a website to fully work in multiple browsers (and browser versions) can require considerable, extra effort. It could also involve creating multiple versions of code/pages. FBWD represents and warrants that the website we design for you will work in: * Microsoft Internet Explorer versions 8 and up (PC Platform) and Firefox (Mac and PC Platforms). While FBWD will make reasonable efforts to design a fully functional website, FBWD warranty does not cover AOL, text-based browsers or requested special effects that we have advised you against.
ASSIGNMENT OF WEB DESIGN PROJECT: Although it is not our standard practice, FBWD reserves the right, and you hereby agree, to assign subcontractors to this Web Design Project to insure that the terms of this agreement are met as well as on-time completion.
SUB CONTRACTING: FBWD may employ any person, company or firm as a sub-contractor for the production or provision of any printed or other item in accordance with any original design or other work produced by FBWD for the Customer.
COPYRIGHTS AND TRADEMARKS: The Client unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to FBWD for inclusion in the 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, indemnify and defend FBWD and its subcontractors from any liability (including attorney’s fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements furnished by the Client. The Customer shall not submit for use by FBWD anything whose use would constitute an unauthorized dealing with copyright material. In the event of any breach of this condition resulting in such an unauthorized dealing, the Customer shall remain liable to pay all sums due to FBWD under the relevant contract and shall further indemnify FBWD against any loss, costs or expenses attributable to such unauthorized dealing. All copyright and other intellectual property rights in any work created, commissioned or otherwise acquired by FBWD in implementation of any contract between FBWD and the Customer shall remain with FBWD until full payment has been received. For the purposes of these conditions, WORK means and includes any artistic, literary or dramatic work within the meaning of the (amended) Copyright.
WEBSITE MAINTENANCE: This agreement allows for minor website maintenance to pages over a 1 month period, up to an average of one half hour per regular web page, including updating links and making minor changes to a sentence or paragraph. It does not include replacing nearly all the text from a page with new text, major page reconstruction, new pages, guest books, discussion webs, navigation structure changes, attempted updates by Client, repairs or Web Design Projects delivered to Client via diskette. The period of 1 month begins on the date the Client’s web design site is available to be published to Client’s hosting service.
COMPLETION DATE: FBWD and the Client must work together to complete the Web Design Project in a timely manner. We agree to work expeditiously to complete the Web Design Project no later than the package option time-frame, after the Client has submitted all necessary materials. If the Client does not supply FBWD with complete text and graphics content for this Web Design Project within 30 days of the effective date of this agreement, the entire deposit amount of the agreement shall be retained by FBWD as liquidated damages and the contract shall become null and void, at FBWD option, unless the Web Design Project is cancelled in writing by the Client prior to 30 days of the effective date of the agreement.
PROJECT DELIVERY: The final website design project will be published to the Client’s hosting service upon receipt of final payment or delivered via diskette upon the receipt of full payment. The Client understands that FBWD does not provide any hosting services in connection with this Web Design Project. Hosting services require a separate contract with the hosting service of the Client’s choice. The Client agrees to select a hosting service, which allows FBWD full access to the Client’s account via FTP. The Client will be solely responsible for any and all hosting service charges. Diskette (CD): The Client assumes all responsibility for the use and functionality of the Web Design Project.
ELECTRONIC COMMERCE LAWS: The Client agrees that the Client is solely responsible for complying with any laws, taxes, and tariffs applicable in any way to the Web Design Project or any other services contemplated herein, and will hold harmless, protect, and defend FBWD and its subcontractors from any claim, suit, penalty, tax, fine, penalty, or tariff arising from the Client’s exercise of Internet electronic commerce and/or any failure to comply with any such laws, taxes, and tariffs.
WEB DESIGN PROJECT COPYRIGHT: FBWD will own copyright to the finished Web Design Project until final payment is received. Once final payment has been received by FBWD , (and any additional charges incurred have been paid), the Client will receive full rights to the Web Design Project. Rights to photos, graphics, source code, work-up files, and computer programs are specifically not transferred to the Client, and remain the property of their respective owners. FBWD and its subcontractors retain the right to display graphics and other Web design elements as examples of their work in their respective portfolios. All Web Design Projects will contain a copyright/legal statement with a link to the FBWD Web Site. PAYMENTS: Payments must be made promptly based on the terms of this Website Design Project. FBWD 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 (including all attorney’s fees and court costs) incurred by that process. This agreement becomes effective only when signed by FBWD . Regardless of the place of signing of this agreement, the Client agrees that for purposes of venue, this agreement was entered into in Jackson County, Alabama and any dispute will be litigated or arbitrated in Jackson County, Alabama and the Client hereby consents to the personal jurisdiction of the Alabama State Courts. Furthermore, the Client waives any right to or claim of sovereign immunity.
Adding of Meta Tags (Description and Keywords) and the submission of the Web Design Project to Web search engines and updating occur only after the full final payment is made. All payments will be made in U.S. Dollars. All payments need to be made out to Foggy Bottom Web Design
PAYMENT SCHEDULE: Payment for services provided hereby shall be made in accordance with the conditions contained in this contract and Attachment A, attached hereto and made a part of this agreement hereof. Notwithstanding any prices listed in literature or on Web pages, the Client and FBWD agree that the services described in this contract, and Attachment A, shall be completed for See Attachment A The Client agrees to pay to FBWD an initial, non-refundable deposit of 50% of the estimated total cost upon execution of this agreement. Final payment is due prior to publication and/or delivery of the Website Design Project. All amounts must be in U.S. Dollars.
NON-PAYMENT: Failure by the Customer to meet financial obligations may result in legal proceedings by FBWD under which circumstances ALL legal costs and other administrative expenses will be recoverable in full by FBWD.
LEGAL NOTICE: Notwithstanding anything to the contrary contained in this contract, neither FBWD nor any of its employees or agents, 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 FBWD be liable to the Client or any third party for any damages, loss of services including, but not limited to, hosting service providers, domain names, domain name registrant services, ecommerce features including but not limited to: SSL certificate(s), paypal, payment gateway(s), merchant account(s), service interruptions caused by Acts of God, the Hosting Service, hacking, hack attacks or any other circumstances beyond our reasonable control, any lost profits, lost savings or other incidental, consequential, punitive, 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, you or your site visitor’s computer or internet software, even if FBWD has been advised of the possibility of such damages.
Development of CMS (Content Management Systems) such as Joomla! or WordPress do not include free upgrades or updates to that software. Development will be completed with the current stable release of that software at the time of development of the client’s site. Current CMS version release number will be listed on attachment A.
SEARCH ENGINES: A specific position in the search engine results is not guaranteed. We will make every attempt to obtain a Top Ranking for your keyword phrase’s, but are not liable for circumstances beyond our control, such as change in policies of the search engines involved, spontaneous drops our other anomalies out of our control. We will not index sites that promote hate or discrimination based on race, religion, sex, age, sexual orientation or any other type of grouping. We reserve the right to refuse to promote any site we deem as unacceptable for any reason, without explanation. For purposes of this agreement, FBWD shall have no responsibility under this agreement during periods when the search engine is not available either for searching or submissions. FBWD will not be responsible for any further damages of any kind. The code that we actually use to index your page with the search engines is proprietary even though it is based on your original pages. The information (all codes, HTML, Java all work that has been manually done) may not be sold, used, or transferred another website without our written permission.
CUSTOMER RESPONSIBILITIES: Obligations The customer agrees to provide FBWD with reasonable access to all necessary personnel to answer any questions about any problems reported by the customer regarding the website. When requested and necessary, the customer shall provide FBWD in writing a reasonable description of the suspected error and the following information:
1). The name and version number of the operating systems and web browser.
2). A detailed description of the problem. FBWD will promptly investigate the facts and circumstances of the error and provide an explanation or a reasonable workaround solution as is appropriate for the circumstance.
Primary Contacts: The customer shall appoint one (1) individual within customer’s organization to serve as primary contact between the customer and FBWD and to receive support through FBWD ‘s telephone support center. All of the customer’s support enquiries shall be initiated through these contacts.
SUPPORT PACKAGE: Telephone Support- FBWD shall provide support via phone, email or facsimile. Technical support is available Monday through Friday 8:00 a.m. to 5:00 p.m. CST.
On site Support: FBWD will make on site support and professional services available to the customer for additional fees. Prices for extended support will be provided to the customer upon request.
ERROR CORRECTION: Upon identification of any programming error, the customer shall notify FBWD of such error and shall provide FBWD with a problem report and enough information to reproduce the error. FBWD shall use its reasonable efforts to respond to problem reports. A bug report sheet will be provided and must be fully completed. Critical errors will need to be marked ‘Critical Error’. FBWD shall not be responsible for correcting any errors not attributable to FBWD . Errors attributable to FBWD shall be those that are reproducible by FBWD on unmodified software.
Causes Not Attributable To FBWD: Customer shall reimburse FBWD at FBWD’s then-current time and material rates for all work of FBWD spent investigating an error or malfunction that FBWD reasonably determines to have been caused by a modification to the Software that was neither made nor authorized by FBWD or that FBWD determines to have been caused by another software process or another software product(s).
EXCLUSIONS: FBWD is not required to provide any Maintenance Services directly related to problems attributable to:
(i) customer’s failure to implement all Updates to the Software;
(ii) any alterations of or additions to the Software performed by parties other than FBWD or parties not approved by FBWD in writing;
(iii) use of the Software on any operating system or computing device other than the operating system or computing device for which such Software was designed for and licensed for use on. FBWD shall only be obligated to support the then-current production version (version that was current when site was developed) of the Software for a period of three (3) months after such release. Support for any newer version or for other problems not covered under the Agreement may be obtained at FBWD’s then current rates for Professional Services.
SOFTWARE MAINTENANCE: Software Update Releases FBWD is not responsible for any 3rd party software (CMS systems such as Joomla, etc) updates or software upgrades. These services can be obtained at FBWD’s then current rates for Professional Services.
TERMINATION: 30 days written notice must be given to FBWD to cease this agreement. You will be liable for any charges prior to the 30 days notice. This agreement constitutes the sole agreement between FBWD and the Client regarding this Web Design Project. Any additional work not specified in this contract or any other amendment or modification to this contract must be authorized by a written request signed by both Client and FBWD . All prices specified in this contract will be honored for 6 months after both parties sign this contract. Continued services after that time will require a new agreement. The undersigned hereby agree to the terms and conditions and stipulations of this agreement on behalf of his or her organization or business. This Agreement constitutes the entire understanding of the parties. Any changes or modifications thereto must be in writing and signed by both parties.
Website Notification: By engaging our services through the FBWD website, email or telephone, you agree that you have read and agree to these terms.