Engage

Total

A$0.00

Project scope – commence commitment

 

Client details

  • The Client named here (hereinafter referred to as “Client”) is proposing to engage Non Profit Agency as an independent contractor for the specific purpose of designing a World Wide Web site, herein after referred to as “Web Design Project”
    Agreement shall take effect when both parties have completed this form, confirmed payment details and initial payment has been received.

 

Scope

 

Branding

 

Web Project inclusions

 

Multisite options

 

Content

 

Domain

 

Marketing – Promotions – Tracking

 

Definitions

  • LOGO – I have everything organised and know my layout and end look. (Logos are more ready to go – we provide 3 versions – you review – then we provide up to 2 further alterations before logo is produced..usually within 14 days)
    BRANDING – I have the general idea, but need concept, layout, colour etc
  • Agreement means the Project Proposal, Terms and Conditions and any other attached documents.

    Client Content means all materials, writing, images or other creative content provided by Client used in preparing or creating the Deliverables.

    Deliverables means the services and work product specified in the Project Proposal to be delivered by Designer to Client.

    Designer Tools means all design tools developed and/or used by Designer in performing the Services, including pre-existing and newly developed software including source code, Web authoring tools, type fonts, and application tools, together with any other software, or other inventions whether or not patentable, and general non-copyrightable concepts such as website design, architecture, layout, navigational and functional elements.

    Final Deliverables means the final versions of Deliverables provided by Designer and accepted by Client.

    Independant contractor/Developer/Designer means Web to Print services, its agents subsidiarys representatives and employees

    Project means the scope and purpose of the Client’s identified usage of the work product as described in the Project Proposal.

    Services means all services and the work product to be provided to Client by Designer as described and otherwise further defined in the Project Proposal.

    Third Party Materials means proprietary third party materials which are incorporated into the Final Deliverables, including without limitation stock photography or illustration.

    Trademarks means trade names, words, symbols, designs, logos or other devices or designs used in the Final Deliverables to designate the origin or source of the goods or services of Client.

 

Agreement terms and conditions



  • RIGHTS TO FINAL ART
    License:
    NonProfit agency grants to Client a non-exclusive, perpetual and worldwide license to use and display the Final Deliverables in accordance with this Agreement. The rights granted to Client are for use of the Final Deliverables in its original form only. Client may not change, create derivative works or extract portions of the Final Deliverables.


    Liquidation for unlicensed use:
    Additional use of any Deliverables by Client outside the scope of the license granted above requires additional fees. Web-Print shall be entitled to further compensation equal to 25 percent of the total original Project fee unless otherwise agreed in writing by both parties. In the event of non-payment, Web-Print shall be entitled to pursue all remedies under law and equity.

    RIGHTS TO DELIVERABLES OTHER THAN FINAL ART
    Client Content:
    Client Content is the exclusive property of the Client. Client grants Web-Print a nonexclusive, nontransferable license to use, reproduce, modify, display and publish the Client Content solely in connection with Web-Prints performance of the Services and limited promotional uses of the Deliverables as authorised in this Agreement.

    ADDITIONAL COSTS: Pricing in the Project Proposal includes only Designer fees. Ongoing costs, such as hosting, art licensing or photography, will be additionally billed to Client.

    HOSTING FINAL DELIVERABLES: Non Profit Agency will host the Final Deliverables on our own web space while the Project is under construction. If the Final Deliverables are not completed by the completion date listed in the Project Proposal and the delay is not caused by Designer, Client agrees to pay Designer $80au per month for hosting until the Final Deliverables are completed.

    Preliminary Works. Non Profit agency retains all rights in and to all Preliminary Works. Client shall return all Preliminary Works to Non Profit agency within thirty (30) days of completion of the Services.

    Designer Tools. All Non Profit agency Tools builds and creations are and shall remain the exclusive property of Non Profit agency. Non Profit agency grants Client a nonexclusive, nontransferable, perpetual, worldwide license to use the Non Profit agency Tools solely to the extent necessary with the Final Deliverables for the Project.

    SUPPORT SERVICES
    Warranty Go Live Period.
    During the first 3 months following this Agreement, Non Profit agency shall provide up to 10 hours of Support Services at no additional cost to Client. Support Services means commercially reasonable technical support and assistance to maintain and update the Deliverables, including correcting any errors or Deficiencies. Requests for additional support will be billed on a time and materials basis at Non Profit agency standard rate.

    Maintenance Period. After the Warranty Period expires and at Client’s option, Non Profit agency will provide ongoing Support Services for the website build if the support option is chosen as part of the package.

    No Enhancements: The services in the Warranty Period and the Maintenance Period do not include enhancements to the Project or other services outside the scope of the Proposal.

    ENHANCEMENTS
    During the Maintenance Period, Client may request that Designer develop enhancements to the Deliverables. Designer shall exercise commercially reasonable efforts to prioritise Designer’s resources to create such enhancements. Client understands Designer may have preexisting obligations that may delay requested enhancements. Designer shall provide any enhancements on a time and materials basis at Designers standard rate

    Alterations. Alteration of any Deliverable is prohibited without the express permission of Designer. Designer will be given the first opportunity to make the required alterations. Unauthorized alterations shall constitute additional use and will be billed accordingly.

    General Delays: Any delay caused by conditions beyond the reasonable control of the parties shall not be considered a breach and will result in a day-for-day extension any performance due. Each party shall use reasonable efforts to notify the other party, in writing, of a delay. Conditions beyond the reasonable control of the parties include, but are not limited to, natural disasters, acts of government after the date of agreement, power failure, fire, flood, acts of God, labor disputes, riots, acts of war, terrorism and epidemics.

  • LATE PAYMENT
    Late Fee: A monthly service fee of 1.5 percent, or the maximum allowed by law, is payable on all overdue balances.

    Crediting Late Payments: Payments will be credited to late payments first, then to unpaid balances.

    Collection Expenses: Client shall pay all collection or legal fees caused by late payments.

    Withholding Delivery: Designer may withhold delivery and transfer of ownership of any current work if all accounts including hosting are not current or overdue invoices are not paid in full.

    Withholding License: All grants of any license to use or transfer ownership of any intellectual property rights under this Agreement are conditioned on full payment, including all outstanding Additional Costs, Expenses, Fees, or any other charges.


  • ACCREDITATION AND PROMOTION
    Accreditation:
    Designer shall be entitled to place accreditation, as a hyperlink or otherwise, in the form, size and location as incorporated by Designer in the Deliverables on each page of the Final Deliverables.

    Promotion: Designer retains the right to reproduce, publish and display the Deliverables in Designer’s portfolios and websites, in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses.

    Promotional Approval: Either party, subject to the other’s reasonable approval, may describe its role in the Project on its website and in other promotional and marketing materials, and, if not expressly objected to, include a link to the other party’s website.

    CONFIDENTIAL INFORMATION
    Client’s “Confidential Information” includes information that Designer should reasonably believe to be confidential. Designer’s “Confidential Information” includes the source code of any Designer Tools. All material considered confidential by either party shall be designated as confidential. Confidential Information shall not be disclosed to third parties and shall only used as needed to perform this Agreement.
    Confidential Information shall not include any information that is already known by the recipient, becomes publicly known through no fault of the recipient, or is received from a third party without a restriction on disclosure

    RELATIONSHIP OF THE PARTIES
    Independent Contractor:
    Designer is an independent contractor. Designer shall determine, in its sole discretion, the manner and means by which the Services are accomplished. No agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. Neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. Designer and the work product or Deliverables prepared by Designer shall not be deemed a work for hire as defined under Copyright Law. All rights granted to Client are contractual in nature and are expressly defined by this Agreement.

    Design Agents. Designer shall be allowed to use third party’s as independent contractors in connection with the Services (“Design Agents”). Designer shall remain fully responsible for Design Agents’ compliance with this Agreement.

    No Exclusivity. This Agreement does not create an exclusive relationship between the parties. Client is free to engage others to perform services of the same or similar nature to those provided by Designer, and Designer shall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise the services offered by Designer.


  • REPRESENTATIONS AND WARRANTIES
    By Client.
    Client represents and warrants to Designer that: (a) To the best of Client’s knowledge, use of the Client Content does not infringe the rights of any third party; (b) Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials; (c) Client will obtain all necessary and appropriate rights and licenses to grant license to Designer to use Third Party Materials.

    By Designer: Designer represents and warranty to Client that: (a) Designer will provide the Services identified in the Agreement in a professional and workmanlike manner; (b) Designer shall secure all necessary rights, title, and interest in and to the Final Deliverables, including Designer Tools, sufficient for Designer to grant the intellectual property rights provided in this Agreement; (c) To the best of Designer’s knowledge, the Deliverables will not violate the rights of any third parties; (d) If Client or third parties modify the Deliverables or use the Deliverables outside of the scope or purpose of this Agreement, all representations and warranties of Designer shall be void.

    Except for the express representations and warranties stated in this agreement, designer makes no warranties whatsoever. Designer explicitly disclaims any other warranties of any kind, either express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose or compliance with laws or government rules or regulations applicable to the project.

    INDEMNIFICATION AND LIABILITY
    By Client:
    Client shall indemnify Designer from any and all damages, liabilities, costs, losses, expenses or attorney fees arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations or warranties under this Agreement. Designer shall promptly notify Client in writing of any third party claim or suit. Client shall have the right to fully control the defense and any settlement of such claim or suit.

    By Developer: In the case of a third party lawsuit or proceeding based on a claim that Deliverables breach the third party’s intellectual property rights, and it is determined that such infringement has occurred, Designer may at its own expense, replace any infringing content with non-infringing content.

    Limitation of Liability. The services and the work product of designer are sold “as is.” In all circumstances, the maximum liability of designer, its directors, officers, employees, design agents and affiliates (“designer 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 not more than $100au. In no event shall designer 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 designer, even if designer has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.

 

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