Terms of Agreement
Below are our standard Terms of Agreement, that all of our clients agree to, upon signing our standard Order Form.
Most of it is self-explanatory.
Terms of Agreement
1.Authorisation
The above named client is engaging C-Me Online, located at Suite C22, Wicklow Enterprise Centre, The Murrough, Wicklow Town, Co. Wicklow, 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, the client will be known as the "Client" and C-Me Online will be known as the "Developer."
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 the Developer to access this account, and authorizes the Host Provider to provide the Developed 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.
2. Standard Hosting Service
Developer will either secure an account with a Host Provider 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 always an option for the Client, although additional costs be may chargeable by the Developer. Should the Client desire to use a specific Host Provider, the name of the host provider and the terms of the hosting agreement will be listed in Appendix A.
3. Domain Registration
The Developer will secure a domain name (e.g. 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 Internet 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.
4. Training
The Developer will provide e-mail and telephone 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.
5. Base Package / Graphic Creation / E-mail
This agreement contemplates standard branding web pages with layout, graphic creation and JavaScript included. This contract also includes a provision to assist the Client with e-mail setup using the maximum number of accounts allowed by the Host Provider. Current e-mail clients supported by the Developer include all versions of Microsoft Outlook, or any other Mail software that includes the ability to utilise POP3 email accounts. We include one meeting or consultation of up to 2 hours in total free of charge. Additional meetings and consultations will be billed at our hourly rate.
6. Text.
Final text will be supplied by the Client. All content text shall be provided by the Client point of contact in Microsoft Word DOC, OpenOffice or PDF formats. Submission must be made as:
- an email attachment; or
- supplied on CD/DVD/BluRay; or
- supplied online via a data upload website
500 words per page approximate a standard web page. Web pages of more than 1,200 words of text may be subject to additional fees for increased formatting time.
If the client does not supply Developer complete text and graphics content for all web pages contracted within six weeks of the date this contract was signed, the entire amount of the contract becomes due and payable. If the client has not submitted complete text and graphics content within two months after signing of this contract, an additional continuation fee of 10% of the total contract price will also be assessed each month until the website is advertised.
7. Links.
This agreement contemplates up to an average of ___ external or relative links per page and an e-mail response link on each web page to any e-mail address the Client designates. This agreement also contemplates making any link the Client desires "pop up" in a new window if requested at the specific dimensions and configuration specified by the Client.
8. Cross Browser Compatibility.
Our agreement contemplates the creation of a web site viewable by Internet Explorer, Mozilla Firefox, Google Chrome, Opera, Safari or Android. 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 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.
9. 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 creating the company logo, ancillary images, animated graphics and banner advertisements (where specified on the Order Form). This also includes photography or video production (where specified on the Order Form).
10. Photography.
For Client's residing in the Republic of Ireland or Great Britain, the Developer will at the request of the Client visit the Client's place of business and capture up to 50 images in digital format for inclusion on the Client's web site, (where specified on the Order Form). Photographic retouching of these images is included in this agreement. If photographic capture is necessary and the Client's place of business resides outside the Republic of Ireland or Great Britain subcontractors may be necessary or the Client may choose to capture the photographs independently.
11. E-commerce.
This contract contemplates (if specified on the Order Form) the possibility of an e-commerce enabled site. If a shopping cart is required for the Client's site, VirtueMart will be the default software used, unless otherwise specified. The charges for the shopping cart will be itemised on the Order Form, as an addition to the base price of this agreement.
12. Secure Socket Layer (SSL) Certificate
If the Client selects an e-commerce enabled site, the Client is encouraged to obtain a secure socket layer (SSL) certificate for online transactions. The Developer will supply a SSL Certificate, as itemised and priced on the Order Form
13. Merchant Account
If the Client's web site requires the ability to accept credit or debit cards, the Client may need a Merchant Account. The Client understands that any charges necessary to secure the Merchant Account are not covered by this agreement. In most cases, the Client will only need a PayPal account in order to receive online payment by credit or debit cards.
14. Additional Database Design
Sites requiring additional database and data entry design may require additional third party technology. Any charges applicable are in addition to the base price of our agreement and will be listed on the Order Form.
15. Payment Terms / Work Flow
A minimum deposit, as specified on the Order Form (normally one third (33%) of the total amount) is required to commence work. Once the first deposit is received by the Developer, basic site design concepts will be put online for the Client's viewing and approval. Alternatively, Developer may show Client the designs in person. 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. Once this acceptance is received from the Client, the work necessary to complete the project will begin, whereupon the final balance of the total amount will be paid, (unless specified and agreed otherwise, as outlined on the Order Form).
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 balance plus any additional charges incurred must be paid within 10 business days after delivery of this e-mail or letter and invoice. Clients should continue, however, to continually view updates to the site and express their preferences or dislikes to the Developer.
If the ten (10) day minimum is not met an additional charge of 10% is due. If payment is not made within twenty (20) 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, and cancel all domain and email services, if payment is not made within twenty (20) 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.
16. 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 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 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 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.
- 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 design of each page are encouraged to negotiate an agreement which exceeds the page maximum. Moderate changes, however, will always be covered during our development of the site and also covered by our one year of free maintenance (only if specified on the Order Form).
Again, we strive to accommodate the needs of each Client and we maintain a liberal redesign policy. We cannot, however, provide major redevelopment services to the in excess of the page maximum contemplated by this agreement.
17. 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 on the Order Form. In many cases, free maintenance is included for an 12 month period, from the date of completion of the web design work.
One month before the anniversary date of the handover of the website, on an annual basis, the Developer shall invoice the Client for the following years Annual Maintenance fees. Where the client has their website hosted via C-Me Online, this invoice will also include the annual hosting fees due. Likewise, where the Client has their domain names registered via C-Me Online, the annual domain name renewal fees will also be included on this invoice. Other annual renewable charges, for example, an SSL (Secure Socket Layer) Certificate, (for eCommerce based web clients), will also be included on this invoice. The Client must ensure that these annual invoices are paid by the anniversary date, as stated on the invoice. A breakdown of annual renewing charges, (Maintenance, Support, Backup, Domain Name, Hosting charges etc.) are specified on the Order Form.
18. Third Party or Client Web Modification
Some Clients will desire to independently edit or update their web page content after completion of the site as a way to control costs and reduce their overhead 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 on the Order Form.
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 the hourly rate of €95. There is a one hour minimum. In this regard, Clients are encouraged to obtain a Maintenance Agreement.
19. Search Engine Optimization (SEO)
The Developer will optimize the Clients web site with appropriate titles, keywords, descriptions and text and thereafter submit the Client's web site once to each of the major search engines (Google, Yahoo, Bing) and other relevant online directories.
The Developer also offers advanced search engine optimization and site promotion services. If advanced search engine optimization and site promotion services are desired the agreement for said services will be listed on the Order Form. The Developer also provides all Clients with access to Google Analytics, (a service offered by Google), that generates detailed statistics about the visitors to the Client’s website. Google Analytics is the most widely used website statistics service available.
20. 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.
21. Additional Expenses.
The Client agrees to reimburse the Developer for any critical Client requested expenses necessary for the completion of the project, (as agreed and outlined on the Order Form). 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.
- Purchase of “paid promotion” services or advertising with any search engine provider
22. 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.
23. Age
Authorized representative of the Client certifies that he or she is at least 18 years of age and legally capable of entering this contract, on behalf of the Client.
24. 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, prostitution & escort services, violations of privacy, computer viruses, harassment, any illegal activity, spamming , advocacy of an illegal activity, (e.g. terrorism) 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 file sharing web site for the Client. The Developer reserves the right to determine what is and is not pornography.
25. 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, 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 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.
26. 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 cannot provide legal advice.
27. Ownership to Content 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, work-up files, text, and any program(s) specifically designed or purchased on behalf of the Client for completion of this project.
All materials developed under this contract and intended for publication to the web remain the property of Developer until such time as final payment for the work described herein has been tendered by Client. At this time, all materials become the property of Client and may be used by them, as desired. Should materials described in this contract be used on the web by Client before the tender of final payment, then this contract is breached and appropriate penalties will apply.
28. Design Credit.
Client agrees that the Developer may put a byline on the bottom of their website establishing design and development credit. Client also agrees that the web site created for the Client may be included in the Developer's portfolio.
29. 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.
30. Client Referral Commission Program
The Developer recognizes 'word-of-mouth' advertising as our most favourable 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.
31. 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.
32. 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 cancelled at the request of the Client by registered letter, the Developer shall have the right retain the original deposit. In the event this amount is not sufficient to cover the Developer for time 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 Article 15 above.
33. Arbitration.
Any disputes in excess of €1,000 (in the Eurozone), GBP£1,000 (in the United Kingdom of Great Britain & Northern Ireland), and USD $1,400 (in the United States of America), arising out of this Agreement shall be submitted to binding arbitration before the Joint Ethics Committee 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 legal/solicitor’s/attorney's fees and legal interest on any award or judgement in favour of the Developer.
34. 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 “Order Form”. 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 Republic of Ireland.
