Purpose
This document defines the purpose, scope and procedure requirements for the Terms and Conditions. A T&C documents the relationship between the Client and the Developer.
The objectives of the T&C are as follows:
• Define the separate and the joint responsibilities of all parties in the relationship.
• Document the performance measures applicable to each relationship.
• Provide a standard framework.
• Provide a basis for continuous improvement.
The Developer, SandIT Consulting reserves the right to amend this document at any time without prior notice.
TERMS OF AGREEMENT
1. Authorisation
• You, the client have engaged SandIT Consulting Ltd, the developer as an independent contractor for the specific purpose of developing, redeveloping or improving a Web based solution currently installed or to be installed on SandIT Consulting Ltd servers or chosen third party servers
• Hereafter, the client will be known as the "Client" and SandIT Consulting Ltd will be known as the "Developer."
2. Domain Registration/Renewal
• Where required, the Developer will secure or transfer a new or existing domain name for the Client at the Client's request. All charges incurred in doing so will be billed to the Client as an addition to any base prices contemplated by this agreement.
• The Client acknowledges that it is the Client's responsibility to keep records and maintain reminders regarding the expiry of their domain name. As a convenience to the Client, and not as a binding commitment, the Developer may notify the Client of any expiring domain name, via an email message sent to the contact information associated with the Customer in our records. Should renewal fees go unpaid, the domain names will expire.
3. Project Initiation
• The development of the web based solution will begin once all the content including all images and relevant instructions have been provided by the Client to the Developer. Once design / development work has begun, on the website, the Client certifies that all applicable website content has been submitted and any absence of content shall have no bearing on the website completion deadlines as specified in section 37.
• Website updates will be initiated following the provision of all the required content, providing all agreed fees have been paid in accordance with section 20 (below).
4. Training
• The Developer will provide e-mail and telephone assistance to the Client's designated representatives regarding management of the Client's Web based solution.
• Should onsite training for users at the Client's place of business be desired, the charges incurred by the Client for this training and the details of what will be provided will be specified separate to this agreement.
5. Design Package / Website Hosting/ E-mail
• This agreement contemplates the provision of standard branding web pages with layout, graphic creation and navigation included. The final number of pages agreed will be specified separate to this agreement. This agreement also includes a provision to assist the Client with e-mail setup of up to 5 accounts on the Client's hosting package.
• The Developer has no responsibility for page content. The provision or lack of website page content is the responsibility of the Client and will have no bearing on the completion date of the web based solution project in accordance with section 37.
• This agreement does not include provision for website hosting, a necessary chargeable service, which will be detailed in an agreement separate to this.
6. Text / Images
• The Client agrees to supply final proofread, spell-checked text, supplied via CD, or email unless otherwise specified. 500 words per page is the approximate standard if not supplied electronically. Charges may be applicable for text not supplied electronically. Where applicable this will be provided separate to this agreement.
• The Client acknowledge that it is the Client's responsibility to provide images. As a convenience to the Client, and not as a binding commitment, the developer may provide images from any existing stock image collection.
7. Cross Browser Compatibility
• This agreement contemplates the creation of a Website viewable by Netscape/ Mozilla Firefox and Microsoft Internet Explorer. Compatibility is defined herein as a critical element of each page being viewable in these browsers.
• The Client is aware that some advanced techniques on the Internet, however, may require a more recent browser version and brand or plug-in. The Client is also aware that as new browser versions are developed, the new browser versions may not be backward compatible.
8. Graphic Creation
• The Developer will create, capture or receive from the Client all the graphic elements necessary to complete the Client's Website. This includes the existing company logo, ancillary images, animated graphics and banner advertisements. This also includes photography or scanning services as listed below.
• In the event that the Developer will create the company logo. all requirements must be specified via the appropriate forms prior to project initiation. Logo design revisions must be kept to a maximum of 3 revisions. The Developer reserves the right to charge for any additional revisions at a cost of £25 per hour.
9. 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 will be £25 per hour (or part thereof) after the 10 image allowance has been reached.
PLEASE NOTE: IF YOU ANTICIPATE NEEDING EXTENSIVE SCANNING SERVICE. PLEASE DISCUSS THIS NEED WITH YOUR ACCOUNT CONTACT. YOUR BILL CAN QUICKLY INCREASE WITH SCANNING AND COLOUR CORRECTION SERVICES.
10. Page Redirection / Plug-In Technology
• Any JavaScript 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 at the standard rate of £30 per hour or part thereof.
11. Java Applets
• This agreement does not contemplate the use of Java Applets unless otherwise specified.
• Clients are encouraged not to use Java Applets, as many viewers on non-compatible browsers 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.
12. Web Forms
• This agreement contemplates the provision of basic contact forms embedded on the Client's Web based solution 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, the charge for the script plus any set-up fees, if any, will be billed back to the Client.
13. CGI / Perl
• This contract contemplates up to 3 basic forms embedded on the Client's Website 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, the charge for the script plus any set-up fees, if any, will be billed back to the Client.
14. Audio/Video
• This agreement includes the integration of audio and or video files on the Client's site in order for site visitors to download/ play any audio/ video samples. This agreement, however, does not contemplate for the provision of live media streaming. If required, this service can be provided separate to this agreement .
15. Quick Time/ QuickTime VR
• Our agreement does not contemplate using QuickTime or QuickTime VR technology on the Client's Website. This is, however, certainly an option for the Client. If chosen, the provision and charges for such will be listed separately.
16. E-commerce
• This agreement contemplates the possibility of an e-commerce enabled site. If a shopping cart is required for the Client's site, it will be built using PHP on a MySQL database platform.
• Unless otherwise stated (in section 5 above), charges for the shopping cart will be listed separately and in addition to the base agreement of the Website.
17. 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. This facility may either be obtained from the Developer or via the Client's own source. The Client understands that if they do not obtain their own secure certificate, secure transactions on the shopping cart itself may be limited and the Developer is not responsible for any insecure transactions or 'hacks' to the site.
l8. Merchant Account
• If the Client's Website requires the ability to accept credit cards, the Client will need to obtain a Merchant Account. The Client understands that any charges necessary to secure the Merchant Account are not covered by this agreement.
19. Databases
• This agreement does not include a provision for the creation of a database unless specifically listed separately. If your site requires a database, the services and charges for such will be provided separate to this agreement.
20. Payment Terms / Work Flow
• A non refundable fee of £150 is applicable to all work. Where the calculated total is not greater than £575, full payment is required prior to the commencement of any work.
• Where the calculated total is greater than £575, a non-refundable deposit equalling 50% of the calculated total or project commencement fee of £363 (whichever is the greater) is required.
• Once the Developer receives the payment as detailed above, the work necessary for the project will begin.
• Upon completion of the project, notice will be sent to the Client advising the Client that the work has been completed. Final payment of any remaining balance plus any additional charges incurred will be due upon receipt of this notice. Also refer to section 35 (below).
• The Developer reserves the right to remove all web content from the Internet if payment is not made within ten (10) days after delivery of the completion notice and/ or any applicable invoice.
Late Payment Charge
If payments have not been paid by the due date stated on the invoices, a first notice letter will be sent out to all clients owing. If payments have still not been paid in 3 days then a second notice letter will be sent out. If in another 3 days payment has still not been made then a third notice letter will be sent out, and all services to the client will be suspended.
If after this no payment has still been made, then a late payment charge of £25 will be applied to invoices with overdue payments. If after another 7 days, payments have still not been made another £50 will be applied to the overdue invoice and a reconnection fee of £100 will be charged.
If you have payment difficulties please contact us before you invoices are due so that we can set up a payment plan. Once invoices are overdue, we will not refund late charges.
PLEASE NOTE: MOST FREQUENTLY, PROBLEMS MAKING TIMELY PAYMENT 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 AND HIGHLIGHTED WE MAY BE ABLE TO ACCOMMODATE AN ALTERNATIVE ARRANGEMENT.
21. Client Amends
• The Developer takes pride 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 been built to the Client's specification. To that end, please note that this agreement does not include a provision for "significant page modification" or creation of additional pages in excess of the agreed number (see section 5). 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.
• Significant page modification at the request of the Client includes. but is not limited to:
• 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 or any graphics at the Client's request.
• Inputting or retyping 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 products, 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 agreed page maximum. If the Client requests significant page modification after the agreed page maximum has been reached the charge will be £30 per hour for each additional modification. Moderate changes, however, will always be covered during our development of the site.
• The Developer reserves the right to determine what constitutes as moderate changes.
22. 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.
• The Developer offers two maintenance agreement options, both covering basic updates such as changing an item price, adding additional inventory, making moderate graphical and textual changes, and coordinating delivery of the Website with the Host Provider. This agreement provides for Website Maintenance in line with option 2 (below).
Option 1: The Client pays a fixed monthly rate.
Option 2: The Client pays on an 'as-needed' hourly basis.
If option 1 is preferred, the terms of such Maintenance Agreement will be provided separate to this agreement.
23. CMS Website Package
• Where applicable this agreement shall contemplate for the provision of a database driven CMS (Content Management System) website published and hosted on SandIT Consulting servers, with layout, graphic creation and navigation included.
• The CMS website will include the following features / functions as standard - Multiuser Access/ Page Creation/ Photo Gallery/ Events Calendar / Shopping Cart / News Articles / Bulk Email / Downloads Page / Advertising Banners/ Links Page.
• The Client is directly responsible for the entering of all text and image content on the CMS website. Any information entered by the Developer is done so at the Developer's discretion or as a separate, supplementary service. Should this service be provided by the Developer, the Client agrees to supply final proofread, spellchecked text supplied via CD, or email unless otherwise specified. 500 words per page is the approximate standard if not supplied electronically. Charges may be applicable for text not supported electronically.
• All website page content must be supplied prior to project initiation in accordance with section 3 (above).
• Where applicable, the CMS website design contemplates the provision of an e-commerce shopping cart system.
• The Developer reserves the right to re-use any components, modules, layouts and design styles created developed or included within a CMS website.
24. Third Party or Client Website 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. If the Client desires this capability, it will be specifically listed separately.
• Note however. that if this option is selected and the Client or an agent of the Client or any other person other than the Developer attempts to update the Website and damages the design or impairs the functionality of the web pages, time to repair the web pages will be assessed at an hourly rate of £30, with a one hour minimum charge.
25. CD Backup
• The Developer will burn one backup copy of the Client's Website into a CD at the Client's request, upon completion of the site. Any further copies of the site backup are available at £5.00 per copy.
26. Search Engine Optimisation and Website Promotion
• The Developer will optimise the Client's Website with appropriate titles, keywords, descriptions and text as submitted by the Client in order to enhance directory listing of the website with search engines. It is the Client's responsibility to provide the information for this service.
• PLEASE NOTE: THIS PROCESS DOES NOT INCLUDE THE ACTUAL SUBMISSION TO SEARCH ENGINES. SEARCH ENGINE SUBMISSIONS ARE A SEPARATE CHARGEABLE SERVICE. SHOULD YOU REQUIRE THIS SERVICE, PLEASE DISCUSS THIS OPTION WITH YOUR SALES PROFESSIONAL.
27. Assignment of Project
• The Developer reserves the right to assign certain subcontractors to this and any future project in order to ensure 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 recognised professionals.
28. Additional Expenses.
• The Client agrees to reimburse the Developer for any critical Client requested expenses necessary for the completion of the project. This includes, but is not limited to:
• Purchase of specific fonts.
• Purchase of specific images.
• Purchase of specific software.
29. Copyrights and Trademarks
• The Client represents to the Developer and unconditionally guarantees that any elements of text, graphics, photo, designs, trademarks, audio, video or other artwork furnished to the Developer for inclusion in the Client's Website 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.
30. Age
• The Client or authorised representative of the Client certifies that he or she is at least 18 years of age and legally capable of entering a contract on behalf of the Client.
31. Limited Liability
• The 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, incitement, racism, any illegal activity, spamming, advocacy of an illegal activity, and any infringement of privacy.
• The Client 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 knowingly publish information over the Internet, which may be used by another party to harm another. The Developer will also not develop a pornography or "warez" Website for the Client. The Developer reserves the right to determine what is and is not pornography.
32. Indemnification
• The Client agrees to defend, indemnify, save and hold the Developer harmless from any and all demands, liabilities, losses, costs and claims, including reasonable legal fees associated with the Developer's development and/ or maintenance of the Client's Website. This includes Liabilities asserted against the Developer, its subcontractors, its 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.
• The 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 Website. This includes but is not limited to infringing on the proprietary rights of a third party, copyright infringement, and delivering any defective product or misinformation, which is detrimental to another person, organisation, or business.
33. Laws Affecting Electronic Commerce
• The Client agrees to be 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.
• The Client also understands that the Developer cannot provide legal advice.
34. Ownership of 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, exact design, photos, graphics, text. and any programs specifically designed or purchased on behalf of the Client for completion of this project. Exclusions to this clause include, but are not limited to DWT, FLA, PSD, PNG, TIFF and other source files, which will remain as the property of the Developer.
35. Design Credit
• The Client agrees that the Developer may put a by-line or button in an appropriate location on any or all web pages, establishing design and development credit. The Client also agrees that the Website created for the Client may be included in the Developer's portfolio.
36. Non-disclosure
• 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 any other party.
37. Completion Date
• The Developer and the Client must work together to complete the Website in a timely manner for both parties to remain profitable.
• Providing the Client has supplied all agreed content, the Developer agrees to work expeditiously to complete this project and have the Website online by the agreed project deadline. This deadline will be specified separate to this agreement.
• In the event that all agreed website content has not been supplied by the Client, the website shall be deemed to be complete when agreed page creation as well as website features and functions have been enabled and published.
• Once the website is complete payment terms detailed in section 20 shall be applicable.
• Once the website is completed, any changes to the website requested by the Client will be classified as a chargeable update. The Developer reserves the right to waive any applicable fees for chargeable updates.
38. 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 Client shall be liable to pay up to 50% of the total sum agreed or £500, whichever is the greater figure. In the event this amount is not sufficient to cover the Developer for time (£45 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 10 days of notification via registered letter to stop work:. Final payment will be expected under the same terms as listed in Section 20 above.
39. Entire Understanding
• This agreement and any Appendices attached thereto constitute the sole agreement between the Developer and the Client regarding this and any future project.
• This agreement is effective as long as the Client is engaged with the Developer's Products and/or Services. It is the spirit of this agreement that this will be a mutually beneficial arrangement for the Client and the Developer.
• Any other specific details of our agreement will be attached as Appendix A, Appendix B, and Appendix C if needed.
40. Data Protection
• The Developer certifies that any personal data collected from the Client will only be used for the specific purposes for which they were collected.
• Any personal data provided will not be disclosed to a third party unless specific consent has been received from the Client, or there is legislation or other overriding legitimate or legal reason to share this information.
• Clients have the right to access information held about them which is held by the developer electronically and I or in a relevant filing system as defined by the Data Protection Act 1998. The Developer also recognises the right of the client to withdraw consent to the initial processing of personal data and will either return any data submitted or destroy such information under such circumstance.
• Personal information will only be kept for as long is necessary.
• Adequate security measures will be put in place to ensure that personal information held is protected. Staff will be efficiently trained to aid this.
Both parties warrant that they have read and understand the terms set forth in this agreement.
Terms and Conditions
