Terms of Agreement and part of the Website Submission Form
The named client on the submission form is engaging Website Innovative, of 1881 Yonge Street, 48067, Toronto, Ontario, Canada. M4S 3C6, as an independent contractor for the specific purpose of developing a new web site and / or upgrading a current Web site to be installed as specified in the Website Submission Form.
Hereafter, the client will be known as the "Client" and Website Innovative will be known as "Developer."
2. Standard Hosting Service
Developer will either secure an account with a Host Provider on behalf of the Client under one of the free host plans offered under a website development package plan, or the Client may secure the account independently. We offer the Client the ability to secure this account independently, however, if 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. 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 Website Submission Form.
3. Domain Registration
The Developer will secure a domain name (www.myname.com or .ca or as recommended both) for the Client at the Client's request.
The Client may select a dot com top level domain TLC or a dot ca extension or any other possible extensions and PRIVACY registration is selected (recommended).
If the Client does not already have a domain name registered, 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 considered Internet fees, and are not a source of income for the Developer. The amount will be stipulated in the Website Submission Form.
If the Client already has a domain name, the Developer will coordinate redirecting the address to the new host if a new host is requested.
The Developer will provide e-mail and telephone assistance to the Client or 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 the Website Submission Form.
5. Base Package / Graphic Creation / E-mail
Pages shall include: Contact Us Page, About Us Page, Services Page, Product Page, Home Page and Gallery page and any other as stipulated on the Website Submission Form.
Current e-mail clients supported by the Developer include all versions of Microsoft Outlook Express and Netscape Communicator. We include one meeting or consultation of up to 1 hour totally free of charge.
Telephone long distance charges are not chargeable to the Client by the Developer. Additional meetings and consultations will be billed at the hourly rate of $65.
6. Text / Content.
Final text (content) will be supplied by the Client. All content text shall be provided by the Client point of contact in Microsoft Word.doc or .RTF format. Submission should be made by email attachment ONLY. Not by PDF.
Please use a title for each page of content so that we can apply it accordingly to the correctly labeled page.
Example: write in the email subject heading: “ this is the Content for the About us page”
If the Client chooses to have the Developer write the content for the web site in part or whole, then a cost for time and editing will be charged at the hourly rate of $65. Client shall also be required to proof read the content with in 48 hours of Developer requesting a proof read of material in order to proceed with the project. Any deletions or additions to modify the Developers written content must be made by the client and resubmitted to Developer via email within 72 hours. Please label the newly modified page as "modified about us page" in the subject matter of your email so we can apply accordingly.
The standard number of words per page is approximately 1,000 words. Web pages of more than 1,000 words of text may be subject to additional fees for increased formatting time, creating slide over pages and back linking. If the client has not submitted complete text, graphics, images, photos and content within 6 weeks after signing of this contract, the entire amount of the contract becomes due and payable.
A hour minimum charge will be applied as a continuation fee in order to re-open the account to familiarize with setup, stage of development, browse time to go through the site and to bring the developer up to date with the project.
This agreement allows for 5 free external or relative links on the home page and an e-mail response link on each web page to any e-mail address the Client designates. This agreement also allows for each page to navigate to any other page of the web site using the template tabs if so 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 Microsoft Internet Explorer 7, Firefox, Chrome and Bing. 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 more recent browser version and brand or 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. The website may not appear compatible on Internet explorer as displayed on other search engines at times. The majority of internet users use the other browsers and not Internet Explorer as it is known that the newer browsers present highly quality viewing of websites.
9. Graphic Creation / Banner Advertisements.
It is anticipated that the Developer will create, capture or receive (by email only) from the Client all the graphic elements necessary to complete the Client's web site as listed in the Website Submission Form. This includes creating the company logo if necessary, ancillary images, animated graphics, photographs, videos and banner advertisements as outlined in the Website Submission Form.
Clients shall provide by email all images for his /her business or provide item numbers from the Developers partnered photo stock library to use licensed photos for web site insert. Client agrees that each photo from library will be charged as outlined on the Website Submission Form. If the Client requests that the Developer search for images on behalf of the Client, the hourly rate applies.
The company will only accept images by email. Please be advised that quality of image may not be as good as online library photo stock images. Please discuss the size of the image, resolution requirements, and where it is to be inserted on site, whether in the slide show, gallery or separate page.
12. Page Redirection / Plug-in Technology
Commonly-used programming languages and scripts and software are necessary to complete the Client's site and is included in the base price of this contract. Programming also includes page redirection based on the presence or absence of a viewer's browser, plug-in, screen resolution and platform. Note however, that if additional pages are necessary to accommodate specific browsers, plug-in technology, screen resolutions, or platforms additional charges may apply if the page maximum contemplated by the agreement is exceeded.
13. Java Applets.
This agreement does not contemplate the use of Java Applets unless specified in Website Submission Form. Clients are encouraged to not use Java Applets as many viewers will be served an error when trying to view the page. Java Applets may also 'crash' older computers on download and download times for some viewers can be excessive.
14. CGI / Perl.
This contract contemplates one basic form embedded 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, additional charges will apply.
15. Adobe Flash
Adobe Flash may be used if the client so requests. However, client should keep in mind that images will not appear on the mobile version of the site using iPhone (APPLE) products and perhaps some other digital device products. It is therefore recommended that a slide show presentation be used to replace the flash application which is a always an appealing option for the Client. If chosen, the specific understanding of our arrangement will be listed in Website Submission Form. The Developer warrants to protect the client by specifying a maximum charge in advance which will be listed in Website Submission Form.
Our base agreement does not contemplate using DHTML technology. However, as with Adobe 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 Website Submission Form. The Client understands that DHTML technology may not work in older browsers and some DHTML technology is not cross-browser specific.
17. Real Audio/Video.
Our base agreement does not contemplate using Real Audio or Real Video on the Client's site. If chosen, however, the charges for such will be listed in Website Submission Form.
18. QuickTime / QuickTime VR
Our agreement does not contemplate using QuickTime or QuickTime VR technology on the Client's web site. This is, however, certainly an option for the Client. If chosen, the charges for such will be listed in Website Submission Form.
This contract contemplates the possibility of an e-commerce enabled site. If a shopping cart is required for the Client's site, ___________________ or _____________________________________________ will be the default software used and ___________________________________________________________________ will be the host. The charges for the
shopping cart will be listed in Website Submission Form as an addition to the base price of this agreement.
20. Secure Certificate
This agreement contemplates the possibility of an e-commerce enabled site. If the Client selects an e-commerce enabled site, the Client is encouraged to obtain a secure certificate for online transactions. The Client understands that if they do not obtain their own secure certificate, design capabilities on the shopping cart itself may be limited.
21. Merchant Account
If the Client's web site requires the ability to accept credit cards, the Client will need a Merchant Account. The Client understands that any charges necessary to secure the Merchant Account are not covered by this agreement. The client may select PayPal for its secured transactions.
22. Cyber Cash
Commonly-used programming languages and scripts and software are used to create online payment processing. If the Client has a high volume / high sales web site, real-time credit card processing will be desired as an addition to ___________________ or ___________________ technology. In this instance, the Developer will assist the Client in obtaining this service. Any charges related to this service are payable to the provider of this services or will be billable to the Client as an addition to the ease price of this agreement.
23. Cold Fusion, ASP.
Sites requiring database design may require Microsoft or Adobe technology. Any charges applicable are in addition to the base price of our agreement and will be listed in Website Submission Form.
This agreement does not include a provision for the creation of a database unless specifically listed in Website Submission Form.
If your site requires a database and data base management, the charges for such will be listed in Website Submission Form.
25. Payment Terms / Work Flow
Client will be required to select and first pay for the cost of the template unless the template is included in the web development package plan.
STAGE 1/ A minimum deposit of one third (33%) of the total amount is required to commence work.
Once the first deposit is received by the Developer, the Developer will include bringing the template site live online using an alias site for Client's viewing and approval and setting up the Client’s hosting account and registration of the Client’s domain name and email account.
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.
STAGE 2/ Upon completion of the first stage, the Client will be asked to confirm acceptance for the basic site design via e-mail or by signing a printed copy of the design. Once this acceptance is received from the Client, the work necessary to complete the project will begin, and the second installment that being 33% of the total amount will be paid Developer.
Client should continue, however, to continually view updates to the site and express their preferences or dislikes to the Developer. 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.
STAGE 3/ Final payment of the remaining 34% balance plus any additional charges incurred will be due within five days (5) business days after delivery of this e-mail or letter and invoice. Preferred method of payment is e-money transfer online directly to the Developer's email address which can then be deposited into Developer's bank account.
If the five (5) 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 15% 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 thirty (30) days after delivery of our completion notification.
Often, 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.
26. 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 Client may request significant design changes to pages that have already been built to the Client's specification once. 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 35% 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.
If significant page modification is requested by the Client after the page maximum has been reached the charge will be $150.00 for each additional page. Minor changes, however, will always be covered during our development of the site. Again, we strive to accommodate the needs of each Client and we maintain a liberal redesign policy. Please understand we can not however, provide major redevelopment services in excess of the page maximum contemplated by this agreement without charging for our additional services.
27. 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 as Website Submission Form to this agreement.
Developer offers maintenance agreements for the client where the Client pays a fixed monthly rate of $85 for maintaining hosting account and providing up to 30 minutes of site modification. Any additional changes or modification to the site such as changing price to an item, adding additional inventory, making moderate graphic changes, etc. client pays on an 'as needed' hourly basis at the rate of $65 per hour. There is a one hour minimum.
28. 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 of the Developer. If the Client desires this capability, it will be specifically listed in Website Submission 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 $65 per hour. There is a one hour minimum. In this regard, Clients are encouraged to obtain a Maintenance Agreement.
29. CD Burning.
The Developer will burn one copy of the Client's web site into a CD at the Client's request upon completion of the site. Additional copies of the CD are available for $10.00 each.
30. Search Engine Registration
The Client may request that the Developer optimize the Client’s web site with appropriate titles, keywords, descriptions and text and thereafter submit the Client's web site once charged at the rate of one hour to the major search engines and directories, namely:
Google, Yahoo, Netscape, Bing and Chrome, 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 in the Website Submission Form.
The Developer encourages all commercial Clients to obtain advanced Search Engine Optimization and Site Promotion services.
31. 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.
32. Additional Expenses.
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 or images at the Client's request.
Purchase of specific software at the Client's request.
Submittal to additional specific search engines at the Client’s request.
Submittal to additional specific search engines at the Client’s request for ad words and pay per click services.
Purchase of ad space at specific paid directories at the Client’s request.
Purchase of any lead generating tools at the Client’s request.
Purchase of any radio and newspaper ad space.
Purchase of any video production services.
Purchase of any social media applications, creating youtube channels, facebook, linked in and twitter etc.
33. 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.
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 or Province in which they reside on behalf of the Client.
35. 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, violations of privacy, computer viruses, harassment, any illegal activity, spamming, advocacy of an illegal activity, and any infringement of privacy.
Should Developer be notified by any entity that the Client is spamming email, the Developer as hosting provider shall hereby have the full authorization to investigate the claim. In the event the Developer concludes spamming has taken place, Developer reserves the right to warn the Client to discontinue these unacceptable practices or terminate his web hosting plan without penalty or refund.
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 adult websites for the Client. The Developer reserves the right to determine what is and is not pornography.
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.
37. 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.
38. 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, 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. Client understands that the template is licensed to the client and client reserves the right to use, customize, change colour, appearance and images etc for his website, but may not resell the template to a third party without the expressed written permission of the Developer and creator of the site.
In the event the client wishes to purchase the template outright, a price can be presented to the client by the Developer.
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.
39. Design Credit.
Client agrees that the Developer may put a byline on the bottom of their index.html or main.html web page establishing design and development credit. Client also agrees that the web site created for the Client may be included in the Developer's portfolio.
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.
41. Client Referral Commission Program
The Developer recognizes 'word-of-mouth' advertising as our 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 "6 months free web hosting, and also provide your referral party with 6 months of free hosting to welcome them onboard. For Clients who regularly help us attract new clients, this can result in a virtually free hosting.
42. 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 date outlined in the Website Submission Form.
43. Cancellation Policy
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 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 the registered “stop work” letter. Final payment will be expected under the same terms as listed in Article 25 above.
Any disputes in excess of $1,000 (or the maximum limit for small claims court) arising out of this Agreement shall be submitted to binding arbitration. 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.
45. 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 when accepted by signing the Website Submission Form. It is the spirit of this agreement that this will be a mutually beneficial arrangement for the Client and the Developer. Website Submission Form will be an integral part of this contract that will furnish the specific details of our agreement and set the plan of course for the development, completion and live launch of the Client’s web site.
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 Province of Ontario.
Thank you for choosing Website Innovative http://www.WebsiteInnovative.com