Terms & Conditions
1. Authorization.
The above-named Client (hereinafter referred to as "Client") is engaging Procopy as an independent contractor for the specific purpose of designing a World Wide Web site, herein after referred to as "Web Design Project", to be published on the Client's account on an Internet Service Provider (ISP)/Web Presence Provider (WPP) computer, herein after refer to as "Hosting Service”.
2. Development & Compatibility
This Web Design Project will be developed using the Squarespace CMS and Procopy’s Zinecast audio/video technology. Designing a web site to fully work in multiple browsers (and browser versions) can require considerable extra effort. It could also involve creating multiple versions of code/pages. Procopy represents and warrants that the web site we design for you will work in Microsoft® Internet Explorer version 6. While Procopy will make reasonable efforts to design a fully-functional web site, Procopy's warranty does not cover other browsers, including AOL, text-based browsers or requested special effects that we have advised you against.
3. Assignment of Web Design Project.
Procopy reserves the right, and you hereby agree, to assign subcontractors to this Web Design Project to insure that the terms of this agreement are met as well as on-time completion.
4. Copyrights and Trademarks.
The Client unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Procopy for inclusion in the Web Design Project 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, indemnify and defend Procopy and its subcontractors from any liability (including lawyer's fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements furnished by the Client.
5. Web Site Maintenance.
This agreement does not include web site maintenance charges following the completion of the web design project. These may be negotiated by separate agreement.
6. Completion Date.
Procopy and the Client must work together to complete the Web Design Project in a timely manner. We agree to work expeditiously to complete the Web Design Project no later than 60 days after the Client has submitted all necessary materials. If the Client does not supply Procopy with complete text and graphics content for this Web Design Project within 45 days of the effective date of this agreement, the entire deposit amount of the agreement shall be retained by Procopy as liquidated damages and the contract shall become null and void, at Procopy' option, unless the Web Design Project is canceled in writing by the Client prior to 45 days of the effective date of the agreement.
7. Project Delivery.
The final web site design project will be published to the Squarespace hosting service upon receipt of final payment. Since Procopy uses Squarespace’s CMS the site may ONLY be hosted on Squarespace servers. The Client understands that Procopy does not provide any hosting services in connection with this Web Design Project. Hosting services require a separate contract with the hosting service. The Client will be solely responsible for any and all hosting service charges.
8. Electronic Commerce Laws.
The Client agrees that the Client is solely responsible for complying with any laws, taxes, and tariffs applicable in any way to the Web Design Project or any other services contemplated herein, and will hold harmless, protect, and defend Procopy and its subcontractors from any claim, suit, penalty, tax, fine, penalty, or tariff arising from the Client's exercise of Internet electronic commerce and/or any failure to comply with any such laws, taxes, and tariffs.
9. Web Design Project Copyright.
Copyright to the finished web design site produced by Procopy will be owned by Procopy. The Client will be assigned rights to use the Web Design Project as a web site, once final payment under this agreement and any additional charges incurred have been paid. Rights to photos, graphics, source code, work-up files, and computer programs specifically are not transferred to the Client, and remain the property of their respective owners. Procopy and its subcontractors retain the right to display graphics and other Web Design elements as examples of their work in their respective portfolios. All Web Design Projects will contain a copyright/legal statement with a link to Procopy's Design Services Web Site.
10. Payments.
Payments must be made promptly based on the terms of this Web Site Design Project. Procopy reserves the right to remove any Web Design Project from viewing on the Internet until final payment is made. All payments are to be made within 7 days after completion and approval of the Web Design Project by the Client. In case collection proves necessary, the Client agrees to pay all fees (including all lawyer's fees and court costs) incurred by that process. This agreement becomes effective upon receipt of an order from a Client. Regardless of the place of placing such order, the Client agrees that for purposes of venue, this agreement was entered into in Western Australia. Furthermore, the Client waives any right to or claim of sovereign immunity. Adding of Meta Tags (Description and Keywords) and the submission of the Web Design Project to Web search engines and updating occur only after the full final payment is made.
11. Payment Schedule.
Payment for services provided hereby shall be made in accordance with the conditions contained in this contract and the Package Price, attached hereto and made a part of this agreement hereof.
12. Legal Notice.
Notwithstanding anything to the contrary contained in this contract, neither Procopy nor any of its employees or agents, warrants that the functions contained in the Web Design Project will be uninterrupted or error-free. The entire risk as to the quality and performance of the Web Design Project is with the Client. In no event will Procopy be liable to the Client or any third party for any damages, including, but not limited to, service interruptions caused by Acts of God, the Hosting Service or any other circumstances beyond our reasonable control, any lost profits, lost savings or other incidental, consequential, punitive, or special damages arising out of the operation of or inability to operate this Web Design Project, failure of any service provider, of any telecommunications carrier, of the Internet backbone, of any Internet servers, your or your site visitor's computer or Internet software, even if Procopy has been advised of the possibility of such damages.
13. This Agreement.
This agreement constitutes the sole agreement between Procopy and the Client regarding this Web Design Project. Any additional work not specified in this contract or any other amendment or modification to this contract must be authorized by a written request signed by both Client and Procopy. All prices specified in this contract will be honoured for 6 months after both parties sign this contract. Continued services after that time will require a new agreement.
March 25, 2005