Our desire is to delight the Client. One way is to make clear our
understandings with each other. The contract outlines the terms of
an agreement (the "Agreement") between the Client. ("the Client")
and Visual E Media in relation to the provision of web-site design
services (the "Services").
1) Authorisation
The Client is engaging Visual E Media for the specific project of
designing a new world wide web-site to be published on the Clients
web space on a web hosting service's computer. The Client hereby
authorises Visual E Media to access this account and authorises the
web hosting service to provide Visual E Media with "write
permission" for the Clients web page directory, cgi-bin directory,
and any other directories or programs which need to be accessed for
this project.
2 Provision of Services
Visual E Media will provide the following services:
(a) Design and development of the selected web-site package.
(b) Links to external pages and/or web-sites, up to an average of
three per page.(c) Masthead graphic on first page. Top-of-page
graphic for all other pages in the Clients web-site. Colourful
lines and bullets and coloured and textured background.
(d) Photos and other miscellaneous graphic images supplied by the
Client up to an average of two per page in addition to masthead and
top-of-page graphic. Colour originals must not be larger than 5" x
8".(e) E-mail response link on each web page to any e-mail
address the Client designates e.g.
info@visual-e-media.com.au -
sales@visual-e-media.com.au
(f) Publish the completed web-site on the Clients web hosting
service.
3) Minor updates and changes
This Agreement includes minor web page maintenance to the
designed web pages for a period of up to three months, including
updating links and making minor changes to a sentence or paragraph.
It does not include removing nearly all the text from a page and
replacing it with new text. If the Client or an agent other than
Visual E Media attempts updating the Clients web pages, time to
repair web pages will be assessed at our hourly rate of $75 and is
not included as part of the updating time. The three-month
maintenance period commences upon the date the web-site is published
to the Clients web hosting service. Changes requested by the Client
beyond those limits will be charged at our hourly rate of $75. This
rate shall also govern additional work authorised by the Client
beyond the maximums specified in the selected web site design
package.
4) Changes to submitted text
Words of text of approximately 200 per page to be supplied by the
Client either via email or on diskette/CD in a Microsoft Word
document format. Web pages of more than 1,200 words of text may be
subject to additional fees, especially if they require a great deal
of formatting. Time required to make substantive changes to text
submitted by the Client after the web pages have been constructed
will be additional, charged at our hourly rate of $75.
5) Web hosting
The Client understands that any web hosting services require a
separate contract with a web hosting service. The Client agrees to
select a web hosting service, which allows Visual E Media full
access to the web-site and a cgi-bin directory via FTP and/or http.
The Client further understands that if the web hosting service's
operating system is not a Unix system, standard CGI software may not
work, and providing a substitute may incur additional charges.
6) Completion date
Visual E Media and the Client must work together to
complete the web-site in a timely manner. We agree to
work expeditiously to complete the web-site by the
Clients designated date.
If the Client does not supply Visual E Media complete text and
graphics content for all web pages contracted for within four weeks
of the date the contract was signed, the entire amount of the
contract becomes due and payable. If the Client has not submitted
complete text and graphics content within eight weeks after signing
of the contract, an additional continuation fee of 10% of the total
contract price will also be assessed each month until the web-site
is published.
7)Assignment of project
Visual E Media reserves the right to assign subcontractors to this
project to ensure the right fit for the job as well as on-time
completion.
8) Copyrights and Trademarks
The Client represents to Visual E Media and
unconditionally guarantees that any elements of text,
graphics, photos, designs, trademarks, or other artwork
furnished to Visual E Media for inclusion in web pages
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
Visual E Media and its subcontractors from any claim or
suit arising from the use of such elements furnished by
the Client.
9) Laws affecting electronic commerce
From time to time governments 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
Visual E Media and its subcontractors from any claim,
suit, penalty, tax, or tariff arising from the Clients
exercise of Internet electronic commerce.
10) Copyright to web-site pages
Copyright to the finished assembled work of web pages
produced by Visual E Media is owned by Visual E Media.
Upon final payment of this contract, the Client is
assigned rights to use as a web-site the design,
graphics, and text contained in the finished assembled
web-site. Rights 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. Visual E Media and its
subcontractors retain the right to display graphics and
other web design elements as examples of their work in
their respective portfolios.
11) Payment of fees
Fees to Visual E Media are due and payable on the following
schedule: 50% upon signing the contract, 50% when the web pages have
been constructed according to the Clients original written
specifications. In case the Client has not secured web space on a
web hosting service by the time the web pages are completed, the web
pages may be delivered to the Client on diskette/CD or attached to
an e-mail message. All payments will be made in Australian Dollars
by any of the following methods: cheque, bankers draft or wire
transfer.
In order for Visual E Media to remain in business, payments must be
made promptly. Delinquent bills will be assessed a $15 charge if
payment is not received within 14 days of the due date. If an amount
remains delinquent 30 days after its due date, an additional 5%
penalty will be added for each month of delinquency. Visual E Media
reserves the right to remove web pages from viewing on the Internet
until final payment is made. In case collection proves necessary,
the Client agrees to pay all fees incurred by that process. This
Agreement becomes effective only when signed by both parties.
12) Termination of this Agreement
This Agreement is to remain in effect until terminated by the
agreement of both parties or in accordance with any of paragraphs i),
ii), iii) detailed below.
i) The Client may terminate the Agreement immediately upon the
refusal or inability of Visual E Media to perform any provision of
the Agreement.
ii) Visual E Media may terminate the Agreement immediately upon
the refusal or inability of the Client to provide information
required by Visual E Media in order for Visual E Media to discharge
its responsibilities under the Agreement.
iii)Either the Client or Visual E Media may terminate this
Agreement without cause upon providing the other party with 14
business days written notice.
Paragraphs 13-17 shall remain in effect despite the termination of
the Agreement. Upon termination of this Agreement or upon the
earlier request of the Client, Visual E Media will return all the
Clients property to the Client unless Visual E Media receives
written permission to keep it.
13) Confidentiality
Visual E Media will keep all information in respect of the
operations of the Client in strictest confidence and will not
disclose any such information to any unauthorised person other than
as required to discharge its responsibilities under this Agreement.
14) Indemnity
Visual E Media does not warrant that the functions
contained in these web pages or the Internet web-site
will meet the Clients requirements or that the operation
of the web pages will be uninterrupted or error-free.
The entire risk as to the quality and performance of the
web pages and web-site is with the Client. The Client
acknowledges and agrees to indemnify and hold harmless
Visual E Media and its directors, shareholders,
employees and agents from and against all claims,
damages, losses and liabilities (including without
limitation, reasonable legal fees and expenses) arising
out of or based upon (i) any misstatement or omission or
alleged misstatement or omission in any material or
information, supplied or approved by us, or (ii) any
other matter related to or arising out of this
Agreement, unless such claim, damages, losses or
liabilities arise out of or are caused by the negligence
of Visual E Media or its directors, shareholders,
employees or agents.
15) Limitation of liability
The maximum liability of Visual E Media to the Client under the
terms of this Agreement is limited to the amount of fees paid to
Visual E Media under this Agreement.
16) Sole agreement
The Agreement contained in this contract constitutes the sole
agreement between Visual E Media and the Client regarding this
web-site. Any additional work not specified in the contract must be
authorised by a written change order. All prices specified in the
contract will be honored for three (3) months after both parties
sign the contract. Continued services after that time will require a
new Agreement. This Agreement will be governed by and construed in
accordance with the laws of South Australia and the parties hereto
submit to the non-exclusive jurisdiction of Australia courts.
17) Initial payment and refund policy
The Agreement begins with an initial payment of 50%. If the Client
halts work and applies in writing for a refund within 14 days to the
CEO of Visual E Media, work completed shall be charged at our hourly
rate of $75 and deducted from the initial payment, the balance of
which shall be returned to the Client. If, at the time of the
request for refund, work has been completed beyond the amount
covered by the initial payment, the Client shall be liable to pay
for all work completed at our hourly rate of $75. No portion of this
initial payment will be refunded unless written application is made
within 14 days of signing this contract.
