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Web Site Design
Terms of Agreement
Client:
Date:
1. Authorization
The above named Client is engaging Carroll Morgan, a sole proprietor, located at 111 Roberts Street, Asheville, NC, 28801, as an independent contractor to develop and/or improve a world wide website. The finished website will be installed on the Client designated host computer. If required, the Client will establish a separate hosting contract with an Internet Service Provider or Carroll Morgan. The Client hereby authorizes Carroll Morgan to access this account and the Internet Service Provider to provide Carroll Morgan with access to the Client's web page directory, cgi-bin directory, and any other directories or programs which need to be accessed for this project. The Client also authorizes Carroll Morgan to publish their completed website to Web search engines, as well as other Web directories and indexes.
2. Standard Included Website Products and Services
Initial Consultation – Up to 2 hours total general Internet orientation education, marketing strategy, and Web design consultation is free. Telephone long distance charges are in addition to rates quoted. Additional education and consultation is at our hourly rate of $40.00.
Text – The Client shall supply final text for the site in PC Microsoft Word or Text (ASCII) format. A per page maximum of approximately 400 words is recommended for readability. Web pages of more than 800 words of text may be subject to additional fees for increased formatting time.
Links – up to an average of four external links and one e-mail response link per page.
Custom Graphics – Client supplied company logo (or other top-of-page graphic), bullets, lines, colored or textured background as well as an average of one photo/graphic per page are included. Client should supply additional photos and graphic images in digitized form (TIFF, PSD or JPG). Extra charge may apply for scanning services.
Installation – on the Client designated host computer.
Initial Registration – to the top 5 search engines. At no time does Carroll Morgan promise or imply that we guarantee Client's website a certain rating in the search engines.
Meta Tags – configured to maximize search engine hits.
3. Fees and Maintenance.
Carroll Morgan will execute this website design as specified by the Client in the "Website Development Plan" dated ________________ which is attached to and incorporated in this Contract. The base fee for initial site design and publication is $____________. This website includes up to ________ web pages as detailed in the attached "Site View Flow Chart". In case the Client desires additional standard Web pages beyond the original number of pages agreed to above, the Client agrees to pay Carroll Morgan $125 for each additional Web page. Graphics or photos beyond the allowed average of 1 per Web page shall be billed at an additional $__________ each. Requested custom graphic work (beyond the scope of the "Custom Graphics" detailed above) will be billed at the hourly rate of $40.00.
Carroll Morgan will provide monthly maintenance at the rate of $40 per hour with a minimum of $40. Maintenance includes minor Web site upkeep, including updating links, making minor changes to a sentence or paragraph, changing "special promotions," adjusting Meta Tags, republishing to search engines, etc. Additional time is billable at $40/hour.
If the Client or an agent other than Carroll Morgan attempts to modify the Client's pages, time to repair the Web pages will be assessed at the hourly rate of $40.00 and is in addition to the monthly maintenance fee.
4. Payment.
All services agreed to in this contract shall be sold as a package for the price specified at the end of this document. Payment shall be by cash, check, or money order, in US dollars, and made payable to Carroll Morgan. Monthly maintenance payments are due by the 5th of the month in which the service is to be provided and begins the month following publication of the final web site.
5. Payment Terms.
A minimum deposit of fifty percent (50%) is required to commence work. The site will then be put online in a temporary directory for the Client's viewing. During this proofing stage, typographical errors, design changes, and other corrections will be made according to the instructions of the Client. Payment for the site must be made in full before the site will be moved to the Client's designated host computer. Initial publishing of the site to the top five search engines and directories will occur only after the final payment is made.
6. Completion Date.
Carroll Morgan and the Client must work together to complete the website in a timely manner. Much of this depends on receiving the appropriate images and text from the Client. We agree to work expeditiously to complete the website no later than ____________________.
7. Assignment of Project.
Carroll Morgan reserves the right to assign subcontractors to this project to insure the right fit for the job as well as on-time completion.
8. Additional Expenses.
Client agrees to reimburse Carroll Morgan for any agreed upon additional expenses necessary for the completion of the work. Examples include purchase of special fonts, custom graphics, stock photography, java scripts, copywriting, etc. The additional expenses will be agreed upon in writing or by email before the expenses are incurred.
9. Additional Services.
Any revisions, additions or redesign the Client wishes Carroll Morgan to perform not specified in this document shall be considered "additional" and will require a separate Agreement and payment.
10. Copyrights and Trademarks.
The Client represents to Carroll Morgan and Carroll Morgan represents to the Client and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Carroll Morgan 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. The Client agrees to hold harmless, protect, and defend Carroll Morgan and his subcontractors from any claim or suit arising from the use of such elements furnished by the Client.
11. Age.
Client certifies that he or she is at least 18 years of age.
12. Limited Liability.
Any material submitted by the Client for publication will not contain anything leading to an abusive or unethical use of the Web Hosting Service. Abusive and unethical material includes, but is not limited to, pornography, obscenity, nudity, violations of privacy, computer viruses, any harassing and harmful material or uses, any illegal activity, or material advocating illegal activity, and any infringement of privacy or libel. Client hereby agrees to indemnify and hold harmless Carroll Morgan from any claim resulting from Client's publication of material.
Carroll Morgan may or may not give notice before deactivating an account, which the host company decides, is an abusive or unethical use of, or a potentially illegal use of the Web Hosting account or host server. Client hereby agrees to indemnify and hold harmless Carroll Morgan in any claim resulting from the improper submission of said potentially illegal materials.
Under no circumstances, including negligence, shall Carroll Morgan, his subcontractors, agents or anyone else involved in creating, producing or distributing his services, be liable for any direct, indirect, incidental, special or consequential damages that result from the use of or inability to use Carroll Morgan's services or products. Neither will Carroll Morgan, his subcontractors, agents or anyone else involved in creating, producing or distributing his services, be liable for any mistakes, omissions, interruptions, deletion or loss of files or data, errors, defects, delays in operation, or of performance, whether or not limited to acts of God, communication failure, theft, destruction or unauthorized access to Carroll Morgan's records, programs or services. Client maintains sole responsibility for data backups and restoration on the host computer.
Notwithstanding the above, Client's exclusive remedies for all damages, losses and causes of actions whether in contract, tort including negligence or otherwise, shall not exceed the aggregate dollar amount which Client paid during the term of this Agreement and any reasonable attorney's fee and court costs.
Client agrees that "spamming" may cause termination of their hosting service.
13. Indemnification.
Client agrees that it shall defend, indemnify, save and hold Carroll Morgan harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney's fees ("Liabilities") asserted against Carroll Morgan, his agents, clients and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by Client, its agents, employee or assigns. Client agrees to defend, indemnify and hold harmless Carroll Morgan against Liabilities arising out of any injury to person or property caused by any products or services sold or otherwise distributed in connection with Carroll Morgan's service, any material supplied by Client infringing on the proprietary rights of a third party, copyright infringement, and any defective product which Client has sold as a result utilizing this Web Design.
14. Laws Affecting 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 Carroll Morgan and his subcontractors from any claim, suit, penalty, tax, or tariff arising from the Client's use of Internet electronic commerce.
15. Copyright to Web Pages.
Carroll Morgan owns the copyright to the finished assembled work of Web pages produced by Carroll Morgan and his sub-contractors. Upon final payment of this contract and all monies due, the Client is assigned rights to use as a website the design, graphics, and text contained in the finished assembled website. 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. Carroll Morgan and his subcontractors retain the right to display graphics and other Web design elements as examples of their work in their respective portfolios.
16. Authorship Credit.
Client agrees that Carroll Morgan may put a byline on the bottom of their Web Page establishing authorship credit and copyright notice.
17. Non-Disclosure.
Carroll Morgan, his employees and subcontractors agree that, except as directed by Client, it will not at any time during or after the term of this Agreement disclose any Confidential Information to any person whatsoever.
18. Cancellation.
In the event that Work is postponed or cancelled at the request of the Client by registered letter, Carroll Morgan shall have the right to bill pro rata for work completed through 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 notification to stop work. In case of cancellation, the Client shall also pay any expenses incurred by Carroll Morgan, and Carroll Morgan shall own all rights to the Work. The Client shall assume responsibility for all collection fees and legal fees necessitated by default in payment.
19. Refund Policy.
If the Client applies by a registered letter for a refund within 15 days of signing this contract, work already completed shall be billed at the hourly rate of $40.00 and deducted from the initial payment. If the work that has been completed exceeds the amount covered in the initial payment, the Client shall be liable to pay for all work completed in excess at the hourly rate of $40.00.
20. Arbitration.
Any disputes in excess the maximum limit for small claims court arising out of this Agreement shall be submitted to binding arbitration before the Joint Ethics Committee or a mutually agreed upon Arbitrator pursuant to the rules of the North Carolina General Statutes. The Arbitrator's award shall be final, and judgment may be entered in any court having jurisdiction thereof. The Client shall pay all arbitration and court costs, reasonable attorney's fees and legal interest on any award or judgment in favor of Carroll Morgan.
21. Payment of Fees.
Invoices are due upon receipt. Delinquent bills will be assessed a $25.00 charge if payment is not received within 10 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. Carroll Morgan reserves the right to remove web pages from viewing on the Internet until final payment is made. If case collection proves necessary, the Client agrees to pay all fees incurred by that process. Regardless of the place of signing of this agreement, the Client agrees that for purposes of venue, this contract was entered into in Buncombe County, North Carolina, and any dispute will be litigated or arbitrated in Buncombe County, North Carolina.
22. Entire Understanding.
This contract and attachments constitutes the sole agreement between Carroll Morgan and the Client regarding its Web Design Service. It becomes effective only when signed by both parties. This agreement shall be governed and construed in accordance with the laws of the State of North Carolina.
The undersigned agrees to the terms of this agreement on behalf of his or her organization or business. Digital or photocopied signatures will not be accepted.
23. Summation of fiscal responsibility
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One Time
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Monthly
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Description
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Website Design
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Additional Photography
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Additional Graphics
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Additional Software
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Additional Type
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Monthly Hosting
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Monthly Maintenance
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Domain Registration
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Total
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Deposit
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Balance Due
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Agreed to by both parties:
__________________________________________ Date___________________
On behalf of the Client
__________________________________________ Date___________________
On behalf of Carroll Morgan
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