Sample Website Agreement

Website Agreement

Introduction

This document defines the terms and conditions of our working relationship. Unless otherwise agreed to in writing by both the parties, the terms of this Agreement will commence on the date specified.

All services that Our-Company may be contracted to produce or provide for Clients Actual Name (referred to as CLIENT) will be subject to the following:

Our Commitment to you

i) We respect our CLIENT’s confidentiality (Item 8).

ii) If the CLIENT determines that the website does not comply with the project components agreed to in this document, Our-Company agrees to carry out any necessary and reasonable modifications without extra charge (Item 18).

iii) We use open source solutions wherever possible, meaning no software licensing fees or vender lock-in (Item 19).

iv) If the CLIENT is not happy with our service, the CLIENT is free to move their domain name, website and data in its entirety to another service provider (Item 20).

v) Our service is based on long term support in building the website, online presence and returns to the CLIENTS business. Our-Company offers various packages to the CLIENT to provide this service outlined in the attached schedules.

Definitions

As used herein and throughout this Agreement:

“Agreement” means the entire content of this Basic Terms and Conditions document, the Proposal document(s), Schedule(s), together with any other Supplements designated below, together with any exhibits, schedules or attachments hereto.

“Content” means all materials, information, photography, writings and other creative content.

“Copyrights” means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under Australian and International Copyright Law.

“Deliverables” means the services and work product specified in the Proposal to be delivered by Our-Company to the Client, in the form and media specified in the Proposal.

“Services” means all services and the work product to be provided to Client by Our-Company as described and otherwise further defined in the Proposal.

“Trademarks” means trade names, words, symbols, designs, logos or other devices or designs used in the Final Deliverables.

“Open Source Software” means computer software for which the source code and certain other rights normally reserved for copyright holders are provided under a software license that meets the Open Source Definition or that is in the public domain.

General Terms

1. Authorisation

The CLIENT authorises Our-Company to perform the services outlined in this agreement on the CLIENTS’ behalf, which may include, but is not limited to, accessing their hosting account and disk space, creating databases and applications, and submitting the project to search engines.

2. Agreement Scope and Period

Services supplied, costs and rates are limited to what is specifically set forth in this agreement. Any additional services will require a new agreement. Costs and rates for additional services will remain fixed, as outlined in this agreement, for a period of 12 months from the commencement date of this agreement. We reserve the right to adjust our service and rates after this period.

3. Working/Billing Phases

Based on our experience with long-term design communication projects, we have found that it is mutually advantageous to handle each project in logical working/billing phases. We don’t want to limit either your options or your opportunities to change your mind.

For each project, the CLIENT will receive a proposal/estimate outlining the project specifications and the proposed scope of services and working/billing phases. Each proposal estimate will contain a project budget, which includes estimated fees for professional services and separate itemized costs for anticipated outside expenses.

We will begin work upon the CLIENT’s approval of the written estimate included in this document. The CLIENT’s written approval or payment of deposits will constitute an Agreement between us.

Concept revisions, extensive alterations, or a switch in marketing objectives sometimes makes it impossible to accurately estimate in advance the total cost of a project. Planning the work, cost estimating, and billing in several phases permits Our-Company or the CLIENT to adjust for such revisions before completion of the project.

4. Costs and Fees

Changes and additions outside of the scope of this document will be quoted and invoiced to the CLIENT. The CLIENT will be advised of all costs, changes and additions before commencement of the additional work. Fees for professional services do not include outside purchases such as, but not limited to, software licensing, copyright licensing, printing, photography, color printouts, laminating, illustrations, shipping and handling or courier service. Expenses are itemized on each invoice. Expenses are subject to GST.

5. Overtime

Estimates are based on a reasonable time schedule, and may be revised to take into consideration the CLIENT’s requested “Priority Scheduling”. Requested priority schedules that require overtime and weekend work will be subject to 60% markup at an hourly rate. Overtime is defined as 6.00pm – 9.00am Monday to Friday, all day Saturday, Sunday and public holidays, unless otherwise agreed.

6. Production Schedules

Knowledge of the CLIENT’s deadlines is essential in order to provide an accurate estimate. Production schedules will be established and adhered to by both the CLIENT and Our-Company. Where production schedules are not adhered to by the CLIENT, final delivery date or dates will be adjusted accordingly. Additional costs may be charged for CLIENT delays, if the delays result in an increase in time to manage or delver the services.

7. Payment

7.1 The CLIENT agrees to pay Our-Company in accordance with the terms specified in each proposal/estimate. The CLIENT will be required to pay 30% of the project cost before commencement of work. Unless otherwise specified, all subsequent balances due are payable upon completion of key stages of the project.

7.2 If The CLIENT fails to pay any invoice, Our-Company reserves the right to withdraw the website and associated materials or refuse completion and/or delivery of work until past due balances are paid. All materials or property belonging to the CLIENT, as well as work performed, may be retained as security until all just claims against the CLIENT are satisfied. Our-Company will charge a late Payment fee of 5% per month on the outstanding amount. The CLIENT is responsible for any debt collection fees which may come due.

7.3 In the event of cancellation of the project prior to Completion, The CLIENT must pay Our-Company a fee for work completed, based on the contract price and the expenses already incurred.

8. Confidentiality

Our-Company will not disclose to any third party or use, other than for the purposes of this Agreement, any knowledge or information imparted to or obtained by it during or in connection with the fulfilment of this Agreement, which is of a secret or confidential nature relating to the business, equipment, processes relating to the equipment, the products, services, process or business strategies offered or employed by the CLIENT.

This obligation of confidence will cease to apply in relation to information that Our-Company is required to disclose by any law, or which becomes part of the public domain other than as the result of a breach by Our-Company of its obligations of confidence under this Agreement.

9. Subcontractors

Our-Company reserves the right to assign subcontractors or external suppliers. Any subcontractors or external suppliers will be bound to the terms of this agreement.

10. Promotion

The CLIENT agrees that Our-Company has the right to use the CLIENT’s website, associated graphics and any unused ideas and development in the promotion of Our-Company services. The CLIENT agrees to not remove the Our-Company credit and link from the footer of the website.

11. CLIENT Copyright

11.1 After acceptance of the website and payment of all sums due by the CLIENT, Our-Company agrees to assign perpetual and unrestricted copyright to use any materials produced by Our-Company on behalf of the CLIENT as outlined in this agreement including website and associated graphics to the CLIENT.

11.2 Our-Company reserves all rights over working and source files, content produced or supplied by Our-Company as well as the website design itself. The CLIENT does not have the right to resell, reuse or re-purpose any design or content supplied as part of this agreement unless specified.

12. Force Majeure

Our-Company shall not be deemed in breach of this Agreement if Our-Company is unable to complete the Services or any portion thereof by reason of fire, earthquake, labor dispute, act of God or public enemy, death, illness or incapacity of Our-Company or any local, state, federal, national or international law, governmental order or regulation or any other event beyond Our-Company’s control (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, Our-Company shall give notice to Client of its inability to perform or of delay in completing

the Services and shall propose revisions to the schedule for completion of the Services.

13. Limitation of liability

The services and the work product of Our-Company are sold “as is.” In all circumstances, the maximum liability of its Designers, Directors, Officers, Employees, Design Agents and Affiliates (“Our-Company parties”), to client for damages for any and all causes whatsoever, and client’s maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the net profit of Our-Company. In no event shall Our-Company be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by Our-Company even if Our-Company has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.

14. Termination

Either party may terminate this Agreement by giving 30 days written notice to the other of such termination. In the event that Work is postponed or terminated at the request of the CLIENT, Our-Company shall have the right to bill pro rata for work completed through to the date of that request, while reserving all rights under this Agreement.

If additional payment is due, this shall be payable within thirty days of the Client’s written notification to stop work. In the event of termination, the Client shall also pay any expenses incurred by Our-Company and Our-Company shall own all rights to the Work. The Client shall assume responsibility for collection of all legal fees necessitated by default in payment.

Website Installation

15. Domain Names

15.1 All domain names are legally owned by the CLIENT. All domain name registrations are subject to availability and registration rules. The CLIENT manages their domain(s) and payment of fees unless the CLIENT requests in writing that Our-Company manage the domain name(s) on behalf of the CLIENT. Our-Company will then invoice the CLIENT when fees are due.

The CLIENT must supply all relevant business details to allow for registration if Our-Company agrees to register the domain(s) on behalf of the CLIENT. Our-Company will support the CLIENT to move the domain to a CLIENT controlled registrar if the CLIENT is no longer using Our-Company services.

15.2 Our-Company uses Netregistry Pty Ltd (referred to as REGISTRAR) to manage our CLIENTS’s domain names. CLIENTS are bound by the REGISTRARS’s “Domain name registration terms” which are found on their website:
www.netregistry.com.au/support/kb/questions.php?questionid=46

15.3 The CLIENT indemnifies Our-Company against any loss or damage arising directly or indirectly from any failure of services provided by the REGISTRAR.

16. Browser Variance

Our websites are built for xhtml compliant browsers and Internet Explorer (IE). We test using the browsers that are statistically the most commonly used. The layout may change in older browsers.

Websites are tested on

• Internet Explorer versions 6, 7 and 8
• Firefox version 3
• Safari version 3

Our-Company will test and optimise for additional browsers and versions if requested by the CLIENT before commencement of the project.

17. Colours

Website visitors use different monitors with different settings. Colours of the website including graphics and photography will shift (darker or lighter) between computers and monitors.

18. Testing and Acceptance of the Website

Once the project has, in the opinion of Our-Company been completed, Our-Company will notify the CLIENT either verbally or in writing, and provide the CLIENT with an opportunity to test and review the website. If the CLIENT determines that the website does not comply with the Project Components agreed to in this document, Our-Company agrees to carry out any necessary and reasonable modifications without extra charge.

19. Open Source Software

19.1 Our-Company makes extensive use of Open Source software and components to supply websites and services to the CLIENT. No licencing Fees will be charged on opensource software.

19.2 The CLIENT indemnifies Our-Company against any loss or damage arising directly or indirectly from any failure of software supplied to the CLIENT.

19.3 All software and components not developed by Our-Company retain the original licence and terms associated with them. Our-Company cannot assign any rights to the CLIENT and the CLIENT agrees to be bound by the original Author’s terms.

20. Website and Data

20.1 Upon the end of our agreement, The CLIENT is free to transfer their website management to another service provider. Our-Company will supply the last backup of the site and associated databases. Our-Company will take all reasonable actions to transfer the CLIENT’S domain name to a new registrar.

20.2 If the CLIENT chooses to move to a new supplier, Our-Company will cease providing the service of storing the CLIENTS data including backups and content.

20.3 It is the CLIENT’s responsibility to pay any costs to transfer and/or install the website and data on a new service.

21. Client Responsibilities

If the CLIENT or an agent of the CLIENT other than Our-Company attempts to update, edit or alter the site’s pages, infrastructure, source files or hosting management in a way that causes damage to individual pages or the site’s architecture, time to repair web pages will be assessed at our STANDARD or OVERTIME hourly rate, and is an additional cost above the costs outlined in this agreement.

Content Management

22. Copy

All text must be supplied in digital format (TXT, RTF, HTML, MS Word, Open Office, InDesign). Extra costs will apply if Our-Company is required to transcribe copy, if the copy requires reformatting or needs to be edited or rewritten.

23. Images

Graphics and photographs are to be supplied in digital format to Our-Company. Photographs must not exceed a file size of 5mb each (unless by prior arrangement). Larger files will incur an extra cost due to increased time in processing. Our-Company is able to manage the digitization of photos for an additional fee.

24. Branding

All logos and branding must be provided in a professional format (preferences are: EPS, PDF in vector format, Illustrator and Freehand). We also accept bitmaps such as JPEG, GIF and Photoshop files. If supplied in a low-resolution bitmap format, Our-Company cannot be held responsible for image quality. If the logo is in bitmap format and the background needs to be removed to integrate the logo into the design, extra costs may be incurred. Logos can be created or reproduced by Our-Company for an additional fee.

25. Copyrights

25.1 The CLIENT is responsible for all trademark, servicemark, copyright and patent infringement clearances. The CLIENT is also responsible for arranging, prior to publication, any necessary legal clearance of materials Our-Company uses for this project. The CLIENT indemnifies Our-Company against any loss or damage arising directly or indirectly from any unauthorised use of photographs, text, or other Intellectual Property not under copyright ownership of the CLIENT.

25.2 Our-Company has existing relationships with various industry organisations that licence content and may manage copyrighted content on behalf of the CLIENT. Our-Company makes no claim of ownership over these materials. All copyrighted material, not developed by Our-Company retain the original licence and terms associated with them. Our-Company cannot assign any rights to the CLIENT and the CLIENT agrees to be bound by the Copyright Holder’s terms.

26. Errors and Omissions

It is Our-Company’s responsibility to check carefully for accuracy in all respects, ranging from spelling to technical illustrations. However Our-Company is not liable for errors or omissions. The CLIENT’s signature or written authorization or that of an authorized representative is required on all work prior to release for publishing or other implementation. The CLIENT indemnifies Our-Company against any loss or damage arising directly or indirectly from any errors and omissions.

27. Revisions

Our-Company will provide two rounds of revisions after the submission of content, before the website is completed. Extended revisions outside of this scope will be charged under “Content Management” rates.

28. Content Delays

If the CLIENT fails to supply content at the agreed date outlined in Schedule 8, the remaining balance of the project is due and payable.

Schedule 1

Hosting

Hosting includes data space for the website and content, email services, data transmission and security management of the computer which hosts the site.

Hosting is supplied by Hosting Company Pty Ltd (referred to as the HOST). Our-Company has no relationship with Hosting Company Pty Ltd other than leasing hosting services.

1. Our-Company agrees to liaise with the HOST on behalf of the CLIENT to provide technical management of the CLIENT’s website.

2. Our-Company is not responsible in anyway for the technical or customer service provided by the HOST including but not limited to: uptime, connection issues, backups and security breaches. The CLIENT indemnifies Our-Company against any loss or damage arising directly or indirectly from any failure of services provided by the HOST.

3. The CLIENT agrees to be bound by any applicable laws and the HOST’s terms as outlined on their website:

www.hosting-company.au/terms-and-conditions

4. If the CLIENT chooses another hosting supplier, the CLIENT is responsible for contacting the chosen host for support relating to hosting matters. Our-Company will charge for costs incurred liaising with the hosting company, technical management and supporting the CLIENT with hosting related issues. Our-Company will charge for costs incurred due to differences in hosting environment if installation and management exceeds standard time frames.

Schedule 2

Maintenance Plan (software and security)

1. On a Quarterly basis Our-Company agrees to:

• Upgrade the WordPress software and all plug-ins
• Update Passwords
• Back up the site (before and after upgrade) (in addition to the host)

2. During the Quarterly period Our-Company agrees to:

• Apply emergency security patches and software upgrades (if required)
• Respond to any technical malfunctions or security breaches
• Restore website and data to latest backup if data is compromised
• Monitor the HOST and contact the HOST in case of server issues

3. Maintenance services apply to all software installed under this agreement and does not include additional software or additional configuration of existing software.

4. The date of the quarterly website maintenance will be adjusted pro rata to the monthly maintenance cycle.

5. Our-Company reserve the right to define the duration and level of any support action. Our-Company may not be able to provide some levels of support if appropriate support personnel are not available, unless agreed under a separate schedule.

Schedule 3

Search Engine Optimisation (SEO) and marketing plan

1. Our-Company will supply the website source code and content structure in an optimised format that aims to maximise search engine indexing.

2. Search engine rankings cannot be controlled by Our-Company and therefore the CLIENT agrees that no guarantees can be given by Our-Company in respect to such rankings.

3. Our-Company will supply initial SEO strategy and goals for the CLIENT. It is expected that the CLIENT actively implements the SEO strategy and works towards their goals unless it is agreed that Our-Company supply this service.

4. On a Quarterly basis Our-Company agrees to:

• Review content to ensure it is correctly optimised
• Review statistics
• Update SEO plan
• Conduct a reporting meeting via phone to discuss SEO strategy and Results

Schedule 4

General Support and Training

1. Our-Company will work with the CLIENT to improve the CLIENT’S website management skills.

2. Training will be conducted at the CLIENTS current skill level. The amount of learning will be dependant on the CLIENT’S current skill level and learning abilities.

3. Training will be conducted one on one remotely. It is expected that the CLIENT arranges broadband internet during training to make best use of the time.

4. Training may include (but not be limited to):

• WordPress content management
• WordPress technical and plugin management
• Advanced WordPress features and plug-ins
• Image optimisation
• Producing content for visitors and search engines
• Email management
• Email marketing
• Advanced search engine marketing
• Web based promotion
• Social media marketing

5. Support and training is charged in 15 minute blocks.

Schedule 5

Content Management

Our-Company will manage the CLIENT’s content on behalf of the CLIENT.

1. The CLIENT is required to review the content to comply with clauses 25 and 26.

2. Content management my include (but not be limited to):

• Research
• Producing copy/photography/film/media
• Sourcing copy/photography/film/media
• Copy/photography/film/media optimisation
• Copyright management
• Content supplier liaison
• Uploading content to CLIENTS website
• Uploading content to external websites
• Social media management

3. Content Management is charged in 15 minute blocks.

Schedule 6

Email Newsletter Marketing

1. CLIENTS will be bound to email marketing best practice including anti-spam measures, privacy and no use of attachments. CLIENT agrees to be bound by the Email Marketing terms as outlined on our website: www.Our-Company.com.au/email-terms

2. Email Newsletter Marketing Set Up. Our-Company agrees to:

• Install and setup the CLIENT account.
• Construct the email template design based on the CLIENTS’s website design
• Integrate the sign up form into the CLIENT’s website
• Include the content of the first campaign in the template
• Provide detailed statistics
• Provide 1 hour of training

3. Email template Update. Our-Company will update the template for a campaign from supplied content including image optimisation and invoice the client $00 (inc GST)

Schedule 7

Costs and Fees

All costs include GST

Initial Setup

• Strategy and planning: $00
• Project Management: $00
• Installation and configuration: $00
• Content management and production: $00
• Search Engine Optimisation: $00
• Promotion: $00
• Setup Total $00
• Quarterly
• Hosting $00
• Maintenance Plan $00
• SEO and marketing plan $00

Hourly Rates

• General Support and Training $00
• Content Management $00
• Overtime $00

Email Newsletter Marketing

• Email Marketing newsletter setup $00
• Email template Update $00
• Sending a campaign $0 + 0c per email

Schedule 8

Time Frames

• Project Start Date 00/00/00
• Content Due Date 00/00/00
• Draft Website Due 00/00/00
• Revisions Due 00/00/00
• Website goes live 00/00/00

______________________________

CLIENT Signature

_____/_____2010

______________________________

Our-Company Signature

_____/_____2010