Terms and Conditions
The above named client ( Hereafter referred to as the “ client”) is engaging
Zircon Web Design Inc. an Incorporated body in the Province of Newfoundland
( Hereafter referred to as the “ Developer”) for the specific purpose of
developing and/or improving a World Wide Web site to be installed on the
client's web space located on an Internet Service Provider's (ISP) server.
2. Standard Hosting Service
It is agreed that the Developer will establish hosting for the domain listed
above, unless otherwise noted on Client’s Contract.
The Developer will provide this hosting for the domain listed on the Clients
Contract or the Client may secure a hosting account independently.
The Developer will strive to provide 99.9% uptime for the domain listed above
and will not be held responsible for site malfunctions; including downtime, lost
revenue, site updates, internet viruses, lost data, and any other unforeseen
issues associated with this domain. To protect data from unforeseen issues the
Client is encouraged to maintain a monthly back-up of this site. The Developer
will not be held responsible for maintaining a site back-up, unless otherwise
noted on Clients Contract. Software will be provided to the Client, free of
charge, which will enable Client to back up files for the site.
Using an alternate host is always an option for the Client. Should the Client
desire to use a Host Provider other than Zircon Web Design Inc. the
name of the host provider and the terms of the hosting agreement will be listed
on Clients Contract.
3. Domain Registration
The Developer will secure the domain requested by the Client as listed on the
Clients Contract. Web Sites Designed & Hosted by the Developer include a free
domain name & registration.
renewals of said Domain, and all other charges incurred, outside of the initial
Domain & registration for year one, are the responsibility of the Client. Costs
for Domain Names & Registrations are not a source of income for the Developer.
If the Client already has a domain name, the Developer will coordinate
redirecting the address to the new host.
The Developer will provide e-mail, telephone or in person assistance to the
Client's designated representatives regarding management of the Client's web
site, for a maximum of two hours, plus an occasional question or clarification,
free of charge with all Sites designed and hosted by the Developer.
5. Base Services
/ Graphic Creation / E-mail
The Developer agrees to provide services as listed on Clients Contract. Web
includes a provision to assist the Client with e-mail when the Developer hosts
the Site. Such assistance is not available for those Sites hosted by a provider
other than the Developer.
Final text should be supplied by the Client unless otherwise specified on the
Clients Contract. 500 words per page approximate standard if text must be typed
by the Developer. If final text is delivered to the Developer via email, DVD or
CD, Web pages may contain up to 1,200 words of text.
This agreement contemplates a reasonable number of external and / or relative
links per page and an e-mail response link on each web page to any e-mail
address the Client designates. This agreement also contemplates making any link
the Client desires "pop up" in a new window if requested at the specific
dimensions and configuration specified.
8. Cross Browser Compatibility.
Our agreement contemplates the creation of a web site viewable by Microsoft
Internet Explorer, Mozilla Firefox, Google Chrome and Safari. Compatibility is defined
herein as all critical elements of each page being viewable in said
browsers. Client is aware that some advanced techniques on the Internet,
however, may require a more recent browser version and brand or plug-in. Client
is also aware that as new browser versions are developed, the new browser
versions may not be backward compatible. In the absence of a Maintenance
Agreement time spent to redesign a site for compatibility due to the
introduction of a new browser version will be separately negotiated at that
9. Graphic Creation / Banner Advertisements.
It is anticipated that the Client will provide all graphic elements necessary to
customize the Client’s web site, other than the custom graphics included as part
of the contract. The Developer will create additional graphic elements necessary
on an as needed base. This agreement does not include banner advertisements,
flash or any other multi-media elements. Should the Client need animated
banners, or flash, the charge will be listed on Clients Contract.
Images for inclusion on the Client's web site will be provided by the Client.
Photographic retouching or photographic captures are available for an additional
charge to the base price and will be listed on Clients Contract.
This agreement contemplates scanning up to 15 images for the Client. It is
contemplated that this will accommodate the needs of most Clients. If more than
15 images need to be scanned the charge for each will be $1.00 per image after
the 15 image allowance has been reached.
12. Page Redirection / Plug-in Technology
Java Script programming necessary to complete the Client's site is included in
redirection based on the presence or absence of a viewer's browser, plug-in,
screen resolution and platform.
13. Java Applets.
This agreement may include the use of Java Applets , as determined necessary.
Many Java Applets are made available through the Clients Website Hosting Control
Panel free of charge.
14. CGI / Perl.
This contract contemplates one basic form embedded on the web site with the data
captured in each form delivered to the Client at the Client's specified e-mail
address. If a specific script beyond this capability is requested by the Client
and it must be purchased by the Developer at the Client's request, the charge
for the script, if any, will be billed back to the Client.
Flash is always an option to the Client's of the Developer. Specifics will be
listed on Client’s Contract. Although Flash work is charged by the hour, the
Developer warrants protecting the client by specifying a maximum charge in
advance which will be listed on the Client’s Contract. The Developer warrants
working earnestly to come in under the maximum charge.
This agreement may use DHTML technology if requested by client. DHTML technology may
not work in older browsers and some DHTML technology is not cross-browser
17. Real Audio/Video.
This agreement may use Real Audio or Real Video on the Client's site. If chosen,
the details and related charges for such will be listed on Client’s Contract.
18. QuickTime / QuickTime VR
This agreement does not contemplate using QuickTime or QuickTime VR technology
on the Client's web site. This is, however, certainly an option for the Client.
If chosen, the charges for such will be listed on Client’s Contract.
This contract contemplates the possibility of an e-commerce enabled site.
If a shopping cart is required for the Client's site, default software and the
host will be chosen following discussion between the Developer and the Client.
The charges for the shopping cart will be listed on Client’s Contract as an
addition to the base price of this agreement.
20. Secure Certificate
This agreement contemplates the possibility of an e-commerce enabled
site. If the Client selects an e-commerce enabled site, the Client is encouraged
to obtain a secure certificate for online transactions. The Client understands
that if they do not obtain their own secure certificate, design capabilities on
the shopping cart itself may be limited.
21. Merchant Account
If the Client's web site requires the ability to accept credit cards, the Client
will need a Merchant Account. The Client understands that any charges necessary
to secure the Merchant Account will be listed on the Clients Contract.
The Client may choose to secure the Merchant Account
of this agreement.
Sites requiring database design may require Microsoft ASP technology. Any
charges applicable to ASP are in addition to the base price of our agreement and
will be listed on Client’s Contract.
This agreement may include a provision for the creation of a database
and details will be specifically listed on Clients Contract, with charges relating to same noted.
24. Payment Terms / Work Flow
A deposit between 25 and 50 percent is required to commence work.
Once the deposit is received by the Developer basic site design concepts
will be put online for the Client's viewing and approval. Communication between
the Developer and the Client is crucial during this phase to ensure that the
ultimate publication will match the Client's taste and needs. Upon completion of
this stage, the Client will be asked to confirm acceptance for the basic site
design. Once this acceptance is received from the Client there will be no
additional changes to the basic layout of the website and the work necessary to
complete the project will begin.
Upon completion of the web site, an e-mail or letter will be sent to the
Client advising the Client that the work has been completed. Final payment of
the remaining balance plus any additional charges incurred, if any, become
due. Once final payment is made, the web site will be launched.
25. Client Amends
We encourage input from the Client during the design process, therefore the
Client agrees there will be no design changes once the basic layout has been
confirmed and accepted by the Client. If significant page modification is
requested after a page has been built to the Client's specification, we must
count it as an additional page.
Some examples of significant page modification at the request of the Client
Developing a new table or layer structure to accommodate a substantial redesign
at the Client's request.
Replacing more than 50% of the text to any given page at the Client's request.
Creating a new navigation structure or changing the link graphics at the
Significantly reconfiguring the Client's shopping cart with new product,
shipping or discount calculation if an e-commerce enabled site has been selected
by the Client.
26. Maintenance Agreements
Maintenance Agreements are negotiated on a Client by Client basis. If the Client
chooses a Maintenance Agreement the terms of such will be listed on Clients
The Developer offers two kinds of maintenance agreements. In one, the Client
pays a fixed monthly rate, in the other agreement, the Client pays on an 'as
needed' hourly basis.
The Client has the right to decline maintenance provided by the Developer.
27. Third Party or Client Page Modification
Some Clients will desire to independently edit or update their web pages after
completion of the site as a way to control costs and avoid the expense of a
Maintenance Agreement. This is always an option for the Client. If the Client
desires this capability, it will be specifically listed on Client’s Contract,
and the necessary Web page Editor will be provided as part of the Client’s
package, at no additional cost to the Client.
Third party software is
offered free in the hosting control panel, however the Developer does not
provide training or assistance with these third party applications.
Note however, that if this option is selected and the Client or an agent of the
Client other than the Developer attempts to update the web site and damages the
design or impairs the ability for the web pages to display or function properly,
time to repair the web pages will be assessed at an hourly rate of $45. There is
a one hour minimum. In this regard, Clients are encouraged to obtain a
Maintenance Agreement, and or have all changes made by the Developer.
28. Search Engine Registration
The Developer will optimize the Clients web site with appropriate titles,
keywords, descriptions and text and thereafter submit the Client's web site to
each of the major search engines and directories including Google, Yahoo and
MSN. The Developer will not be held responsible for the results of these
submissions and cannot guarantee a certain search engine ranking. The Developer
reserves the right to edit text content provided by Client to provide a search
engine friendly webpage.
29. Additional Expenses.
The Client agrees to reimburse the Developer for any critical Client requested
expenses necessary for the completion of the project. Examples would be but are
not limited to the purchase of specific fonts at the Clients request, purchase
of specific photography at the Client’s request, or the purchase of specific
software at the Client’s request.
30. Copyrights and Trademarks
The Client represents to the Developer and unconditionally guarantees that any
elements of text, graphics, designs, trademarks, or other artwork furnished to
the Developer for inclusion in the Client's web site 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 the Developer and its
subcontractors from any claim or suit arising from the use of such elements
furnished by the Client. The Developer will not be held responsible for
obtaining approval from the materials rightful owner, therefore placing all
liability of copyright laws on the Client. The Developer may ask that you obtain
written permission to use some content.
31. Limited Liability
The Client agrees that any material submitted for publication will not contain
anything leading to an abusive or unethical use of the Web Hosting Service, the
Host Server or the Developer. Abusive and unethical materials and uses include,
but are not limited to, pornography, obscenity, nudity, violations of privacy,
computer viruses, harassment, any illegal activity, spamming, advocacy of an
illegal activity, and any infringement of privacy.
Client hereby agrees to indemnify and hold harmless the Developer from any claim
resulting from the Client's publication of material or use of those materials.
It is also understood that the Developer will not publish information over the
Internet which may be used by another party to harm another. The Developer will
also not develop such a site for the Client. The Developer reserves the right to
cancel this agreement if such a site is requested after this agreement has been
Client agrees that it shall defend, indemnify, save and hold the Developer
harmless from any and all demands, liabilities, losses, costs and claims,
including reasonable lawyer’s fees associated with the Developer's development
of the Client's web site. This includes Liabilities asserted against the
Developer and such subcontractors, agents, clients, servants, officers and
employees of the Client, that may arise or result from any service provided or
performed or agreed to be performed or any product sold by the Client, its
agents, employee or assigns.
Client also agrees to defend, indemnify and hold harmless the Developer against
Liabilities arising out of any injury to person or property caused by any
products or services sold or otherwise distributed over the Client's web site.
This includes infringing on the proprietary rights of a third party, copyright
infringement, and delivering any defective product or misinformation which is
detrimental to another person, organization, or business.
33. Laws Affecting Electronic Commerce.
The Client agrees that it is responsible for complying with the laws, taxes, and
tariffs related to e-commerce, and will hold harmless, protect, and defend the
Developer and its subcontractors from any claim, suit, penalty, tax, or tariff
arising from the client's use of Internet electronic commerce.
The Client also understands that the Developer cannot provide legal advice.
34. Ownership to Web Pages and Graphics.
Copyright to the finished assembled work of web pages and graphics produced by the Developer shall
become property of the Client. However, the Developer retains the right of
ownership to custom designed graphics created by the Developer, source code,
workup files, text, and any other program specifically designed or purchased on
behalf of the client for the completion of this project. Use of graphics
or source code produced by the Developer for any purpose other than the purpose
of the web site being designed, is not permitted.
35. Design Credit.
Client agrees that the Developer may put a by-line on the bottom of their
website establishing design and development credit. Client also agrees that the
website created for the Client may be included in the Developer's portfolio.
36. Completion Date
The Developer and the Client must work together to complete the web site in a
timely manner. An anticipated project completion date will be outlined on
Clients Contract. The Developer will not be held responsible for miscalculations
of this timeline. The Developer will provide the client with a website
address , so that the Client can continuously view the progress of the
36b. Assignment of Project
The Developer reserves the right to assign certain subcontractors to this
project to ensure the right fit for the job as well as on-time completion. The
Developer warrants all work completed by subcontractors for this project. The
Developer will be responsible for paying for such assistances.
In the event that the work is postponed or cancelled at the request of the
Client, is cancelled due to other factors caused by the Client which are
unacceptable and makes fulfillment of the Contract basically impossible, or
cancelled because the Developer is misled and not provided with all details
necessary to determine whether or not a contract would be entered into at all,
the Developer shall have the right to retain the original deposit. In the
event this amount is not sufficient to cover the Developer for time ( $40 per
hour ) and expense already invested in the project, additional payment will be
38. Entire Understanding.
This contract and the Appendices attached thereto constitute the sole agreement
between the Developer and the Client regarding this project. It is the
spirit of this agreement that this will be a mutually beneficial arrangement for
the Client and the Developer. Specific details of the agreement are outlined on
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