| Penrose Online Productions
Website
Design / Development / Maintenance
Contract
Company / Client ________________________________________________________
Phone__________________________FAX____________________________________
Authorized Representative of the Client ______________________________________
Address________________________________________________________________
City___________________________State________Zip__________Country_________
E-mail address__________________________________________________________
Present WWW URL (if any)_________________________________________________
User Name___________________________Password__________________________
Terms of Agreement
1.
Authorization
The
above named client is engaging Penrose Online Productions, a sole
proprietor, located at 3223
South Corona Street, Englewood, CO 80113, 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 Penrose Online
Productions 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 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 (optional)
It
is agreed that this account will be hosted by ______________________________________.
In the opinion of the Developer this Host Provider offers superior
service and affordable value. 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 always an option for the Client. Should the Client
desire to use a Host Provider other than the one listed above, 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 (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 Internic 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 up to 6 standard branding web pages with
layout, graphic creation and text content. Basic JavaScript coding
for such items as rollover links and buttons will also be included.
Any scripting or programming beyond this will be charged hourly, and
details listed in Appendix A (also see price list). This contract
also includes a provision to assist the Client with e-mail setup using
the maximum number of accounts allowed by the host.
6.
Text.
Final text should be supplied by the Client unless otherwise specified
in Appendix A. 500 words per page is an approximate standard if not
supplied via diskette. Web pages of more than 1,200 words of text
may be subject to additional fees for increased formatting time. Text
that can be "cut and pasted" rather than typed in will save
time and expense, and should preferably be in a simple text format.
MS Word type documents are also acceptable.
7.
Links.
This agreement contemplates up to an average of 8 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.
8.
Cross Browser Compatibility.
Our
agreement contemplates the creation of a web site viewable by both
Netscape 4.X and Microsoft Internet Explorer 5.X. Compatibility is
defined herein as all critical elements of each page being viewable
in both browsers. Client is aware, however, that some advanced techniques
on the Internet may require a more recent browser version and/or brand,
as well as any of various current "plug-ins". Client is
also aware that as new browser versions of Internet Explorer and Netscape
are developed, the new browser versions may not be backward compatible.
Netscape 6.X, for example, has presented some new challenges for compatibility,
whereas Internet Explorer 6.X seems less problematic. 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. This also includes
photography or scanning services as listed below. This contract does
not contemplate, however, the creation of more than 2 banner advertisements.
Should the Client need more than 2 animated banners, the charge will
be listed in Appendix A.
10.
Photography (service available soon).
For Client's residing near Denver, CO, the Developer will at the request
of the Client visit the Client's place of business and capture up
to 30 images in digital format for inclusion on the Client's web site.
Photographic retouching of these images is included in this agreement.
If photographic capture is necessary and the Client's place of business
resides outside this area, subcontractors may be necessary or the
Client may choose to capture the photographs independently. Charges
for these services will appear in Appendix A.
11.
Scanning.
This
agreement contemplates scanning up to 10 images for the Client. It
is contemplated that this will accommodate the needs of most Clients.
If more than 10 images need to be scanned the charge for each will
be $10.00 after the ten image allowance has been reached.
Please
note:
If you anticipate needing extensive scanning service, please discuss
this need with us. Discounts are available for volume scanning services
and/or photo processing.
12.
Page Redirection / Plug-in Technology
Java
Script 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,
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
6 page maximum contemplated by our agreement is exceeded.
13.
Java Applets.
This agreement does not contemplate the use of Java Applets unless
specified in Appendix A. Clients are encouraged to not use Java Applets
as many viewers on America Online 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 may 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 the Client requests a
specific script beyond this capability 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.
15.
Macromedia Flash
Macromedia Flash is always an option to the Client. If chosen,
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 Appendix A.
16.
DHTML
Our base agreement does not contemplate using DHTML technology. However,
as with Macromedia Flash this is always an option. If DHTML
technology is desired by the Client, the rate to program each DHTML
page will be specified in Appendix A. 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 Appendix A.
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 Appendix
A.
19.
E-commerce.
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 Appendix A 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.
22.
CyberCash / Authorize.net
If
the Client has a high volume / high sales web site, real-time credit
card processing will be desired as an addition to shopping
cart technology. In this instance, the Developer will assist the Client
in obtaining this service. Any charges related to this service and
payable to CyberCash or Authorize.net will be billable to the Client
as an addition to the base price of this agreement.
23.
ASP / Cold Fusion.
Sites requiring database design may require Microsoft ASP or Macromedia
Cold Fusion technology. Any charges applicable to ASP or Cold Fusion
are in addition to the base price of our agreement and will be listed
in Appendix A.
24.
Databases.
This agreement does not include a provision for the creation of a
database unless specifically listed in Appendix A. If your site requires
a database the charges for such will be listed in Appendix A.
25.
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,
Developer may show Client these initial concepts via mail, email,
fax, or by any other agreed upon method. 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 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.
Client should continue, however, to continually view updates to the
site and express 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. Final
payment of the remaining 50% balance plus any additional charges incurred
will be due within fifteen (15) business days after delivery of this
e-mail or letter and invoice. If the fifteen (15) 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 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 thirty (30) 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.
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. We generally anticipate some revisions to the initial design
and/or layout, and will often submit more than one idea to the Client,
particularly if the Developer implements the design process from scratch.
Two major revisions to the initial design are usually considered acceptable.
Anything beyond that can become cost prohibitive to the Developer.
Additional hourly charges may be necessary, and in rare cases the
Developer may recommend an out side design firm to complete at least
the initial design.
The
Developer also understands that Clients may request significant design
changes to pages that have already been 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 6 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 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.
- 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 in
the design of each page are encouraged to negotiate an agreement which
exceeds the 6 page maximum. If significant page modification is requested
by the Client after the 6 page maximum has been reached the charge
will be $100.00 for each additional page. Moderate changes, however,
will always be covered during our development of the site and also
covered by our one month of free maintenance. In some cases, it is
more cost effective to use an hourly rate instead of flat fees, and
we will generally accommodate this. A detailed estimate can usually
indicate the most cost effective path to follow.
Again,
we strive to accommodate the needs of each Client and we maintain
a liberal design and redesign policy. We will work with the Client
to arrive at cost effective solutions whenever possible.
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
to include a Maintenance Agreement, the terms of such will be listed
as Appendix B to this agreement. Usually, Client pays a fixed monthly
(or annual) rate for such things as changing prices to items, adding
additional inventory, making moderate graphic changes, and updating
textual content. In the absence of a set Maintenance Agreement, updates
can still be made, and will be charged at fifty (50) dollars per hour.
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 Appendix B.
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 an hourly rate of $50. 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 $25.00 each.
30.
Search Engine Registration (basic package)
The Developer will optimize the Clients web site with appropriate
titles, keywords, descriptions and text and thereafter submit the
Client's web site to each of the major (free) search engines and directories
(not including Yahoo). 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 Appendix B.
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. When subcontracting is required, the Developer will
only use industry recognized professionals.
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
at the Client's request.
- Purchase of specific software
at the Client's request.
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.
34.
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 Florida 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.
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 that may be used by another
party to harm another. The Developer will also not develop a pornography
or warez web site for the Client. The Developer reserves the right
to determine what is and is not pornography.
36.
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.
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 cannot 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.
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.
40. 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.
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 two
months of free maintenance service. For Clients who regularly help
us attract new clients, this can result in a virtually free Maintenance
Agreement.
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 __________________________.
43.
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 canceled
at the request of the Client by registered letter, 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 ($50 per
hour) 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 15 days of notification via registered letter to
stop work. Final payment will be expected under the same terms as
listed in Article 25 above.
44.
Arbitration.
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 before the Joint Ethics Committee 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.
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 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 additional details of our
agreement will be attached as Appendix A, Appendix B, and Appendix
C.
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 Colorado.
On behalf
of the Client_________________________________________________________
Date ___________
On behalf of the Developer__________________________________________________________
Date
___________
Appendix A
Client initials
________ / Date _________
Developer initials
_______ / Date ________
Appendix B
Client initials
________ / Date _________
Developer initials
_______ / Date ________
Appendix C
Client initials
________ / Date _________
Developer initials
_______ / Date ________
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see current price list, click here.
Thank you for choosing Penrose Online Productions.
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