1. Authorization: You are the client, and you are engaging us as an independent contractor for the specific project of developing and/or improving a website which will be installed at a third party web hosting service. We will create that site based on your written and verbal instructions. In the absence of such specific instructions, we will use our best judgement drawn from our professional expertise.
2. IMPORTANT -- Authoring Revisions: Any major changes to the site interface that you request after we begin construction on the agreed upon pages for your site will very likely impact the cost estimate. We will make minor changes (such as changing the color of text font or the color of a table border) at no charge; however all other changes -- including but not limited to major text revision, new graphics, layout adjustment, etc -- will require additional time and must therefore be billed at the hourly rate.
3. Web hosting & etc: The client understands that any web hosting requires a separate contract with a web hosting service; this is also true of domain registrars, "pay for position" search engine services, and possibly other WWW services. While we are happy to help you by making all arrangements for these services, it is understood that we are in no way responsible or liable for any action or inaction by any of those third parties.
4. E-mail/phone consultation: We will provide up to 2 hours (total) general web design consultation, marketing strategy, Internet education, answering questions, etc. Telephone long distance charges which we accrue are in addition to package rates quoted. Additional education and consultation beyond the 2 hours is at our hourly rate.
5. Changes to Submitted Text: Please send us your text in as close to final form whenever possible, and we will edit as needed. However, the time required to make substantive changes to client-submitted text after the webpages have been constructed will be additional, billed at the hourly rate.
6. Maintenance and Hourly Rate: Once the pages and graphics are uploaded to the host server, the site is close to completion, with the exception of minor tweaks which we will do at no charge.
For your benefit, this agreement also includes occasional (no more than once per week) minor webpage maintenance to regular webpages over a three-month period beyond the date of initial page uploading. This includes for example updating reciprocal links and making very minor changes to a specific sentence or paragraph; however it does not include removing nearly all the text from a page and replacing it with new text, nor does it include creating new graphics or modifying existing graphics. We are happy to do that for you, but it is in addition to the original site construction agreement and cost estimate.
If the client or another agent other than us attempts updating your pages, then the time to repair those webpages will be assessed at the hourly rate, and is not included as part of the updating time.
7. Website Performance: No one can guarantee any level of success on the WWW, as every site is affected by a multitude of variables. We therefore will make no false promises as to the amount of sales, or contacts, or traffic that your site will eventually achieve.
8. Payment of Fees: Fees paid to us are due and payable on the following schedule: a certain agreed upon percentage when we begin webpage construction; an additional payment may be necessary prior to completion (depending on the size of your site); and the final payment when all the initially requested webpages have been uploaded to your hosting service. At that point, your site is publicly available to the traffic on the WWW and thus we have completed our part of the agreement.
9. Legal Stuff...
A. The Contois Reynolds Studio does not warrant that the functions contained in the client's webpages will be uninterrupted or error-free. Internet interruptions are not uncommon and are almost always due to events beyond our control. Any errors due to actions on our part will be corrected at no charge.
However the entire risk as to the quality and performance of the webpages is with each client (given that it is the client's site). In no event will we be liable to the client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of the website, or the inability to operate these webpages or website.
B. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.
C. Copyrights and Trademarks: The client represents to us and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished for inclusion in webpages 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 us and any subcontractors from any claim or suit arising from the use of such elements which have been furnished by the client.
D. Laws Affecting Electronic Commerce: From time to time governments may enact laws and levy taxes and tariffs affecting Internet electronic commerce. The client agrees that the client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend us and any subcontractors from any claim, suit, penalty, tax, or tariff arising from the client's own exercise of Internet electronic commerce.
E. Copyright to Webpages: The client retains copyright ownership to all the photos, graphics, and written text which is originally supplied by the client to us for the purpose of web site construction. If any of those elements supplied by the client were created by a third party, then it is between the client and that third party to determine copyright ownership.
Copyright to the finished assembled design elements (all coding and interface) of webpages produced by us is owned by the Contois Reynolds Studio. We retain the right to display graphics and other web design elements as examples of our work in our portfolios.
Upon final payment by the client to us, the client alone is assigned rights to use as a website the design, graphics, and text created by us which are contained in the finished assembled website. These elements however are specifically not transferrable for use by another web design firm or individual designer without our expressed written permission (we do not want others taking credit for our efforts!); nor can they be used by anyone else who is attempting to copy the "look" of the site.
All files not originally owned by the client -- including but not limited to photos, graphics, source code, work-up files, and computer programs -- are specifically not transferred to the client, and remain the property of their respective owners.
F. Sole Agreement: The terms contained here constitute the sole agreement between the Contois Reynolds Studio and the client regarding this website. Any additional work not specified in our initial correspondence must be authorized by mutual agreement. All prices specified by us will be honored for six (6) months after construction begins on the site. Continued services after that time may require a new agreement.
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