Website Design Project Contract
The Client (hereinafter referred to as “Client”) is engaging Constructive Visual Pty Ltd (trading as Constructive Visual) of Western Australia, Australia.
(hereinafter referred to as “Constructive Visual”), as an independent contractor for the specific purpose of designing a World Wide Website (hereinafter referred to as “Web Design Project”) to be published on the Client’s account on an Internet Service Provider(ISP)/Web Presence Provider(WPP) computer, hereinafter referred to as “Hosting Service”.
The Client hereby authorizes Constructive Visual to access this account and authorizes the Hosting Service to provide Constructive Visual with “full access” to the Client’s account, and any other programs needed for this Web Design Project that are included as part of the Client’s service agreement/level.
You are bound by the terms of this document, even if you have entered into this document through an agent, and even if you licence the use of the Domain Name to another person.
3. Assignment of Web Design Project
Constructive Visual reserves the right and you hereby agree, to assign subcontractors to this Web Design Project to insure that the terms of this agreement are met as well as on-time completion.
4. Copyrights and Trademarks
The Client unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Constructive Visual for inclusion in the Web Design Project 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, indemnify and defend Constructive Visual and its subcontractors from any liability (including attorney’s fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements furnished by the Client.
5. Website Maintenance
This agreement allows Constructive Visual access for minor website maintenance to pages over 30 day period if it is specifically included in the contract.
This refers to updating links and making minor changes to a sentence or paragraph. This minor maintenance will be provided to the client without any charge at the developers own discretion.
It does not include replacing nearly all the text from a page with new text, major page reconstruction, new pages, image galleries, discussion forums, navigation structure changes, attempted updates by Client repairs or Web Design Projects delivered to Client via FTP to their hosting service.
The time period begins on the date the Client’s web design site is available to be published to Client’s hosting service or 30 days from the date this agreement was signed, whichever comes first.
If the Client’s web design package includes database access using Hypertext Preprocessor (PHP) and Structured Query Language (SQL), then minor website changes that the client requires/request, major page code and/or database structural changes will be charged at hourly rates.
6. Completion Date
Constructive Visual and the Client must work together to complete the Web Design Project in a timely manner.
We agree to work expeditiously to complete the Web Design Project within 1-2 weeks (or up to 30 days) for a small project or 2-8 weeks for a large project after Client has submitted all necessary materials.
If the Client does not supply Constructive Visual with complete text and graphics content for this Web Design Project within 45 days of the effective date this agreement, the entire payment amount of the agreement may be retained by Constructive Visual as liquidated damages and the contract shall become null and void, at Constructive Visual’s discretion, unless the Web Design Project is cancelled in writing by the Client prior to 45 days of the effective date of the agreement.
If Constructive Visual receives a written cancellation letter from the Client within the 45 day period effective date of the agreement, Constructive Visual reserves the right to offer the Client half of the payment to be refunded back to the Client within 14 days.
The other half will be retained by Constructive Visual as liquidated damages and the contract agreement will become null and void.
All text, graphics, or other content provided by Client must be provided electronic form approved by Constructive Visual. Failure of Client to provide information requested by Constructive Visual in the form requested in a timely manner in their sole judgment, Constructive Visual may cancel this agreement.
7. Project Delivery
The final website design project will be published to the Client’s Constructive Visual hosting service upon receipt of final payment.
The Client understands that Constructive Visual provides a hosting service through a third party for an annually rate and is highly recommended for the websites created by Constructive Visual as the web server provides the necessary service to work with Constructive Visual’s coding.
Constructive Visual will provide necessary passwords and usernames required to access the website.
Constructive Visual is not responsible for providing any special security measures relating to the Client’s hosted space. The Client will be solely responsible for any and all hosting service charges. The Client may choose to at any stage change hosting providers to their own servers or alternate hosting service and must maintain their subscription to that service themselves.
The due dates and server information of those third parties will not be displayed in the “Client Login” section on the Constructive Visual website.
The client is responsible for any and all charges related to such changes.
- Publishing: Constructive Visual makes no claims of suitability or correctness to any standard of publishing or Internet Standard. Constructive Visual may charge at its current hourly rate or employ sub-contractors for the effort involved to resolve whatever problems may arise related to problems arising from any damage to the website content. Constructive Visual does not guarantee that the website is immune to 3rd party damages, hacking, presence of virus, spyware, etc. and is not responsible in any way for its presence or removal.
- Publishing/Work-In-Progress: Constructive Visual may at its sole discretion publish the in-progress Website Design Project in other than its final form to allow the Client the benefit/partial use of the Project. This courtesy does not in any way alter the terms of payment or other terms of this agreement.
8. Electronic Commerce Laws
The Client agrees that the Client is solely responsible for complying with any laws, taxes, and tariffs applicable in any way to the Web Design Project or any other services contemplated herein, and will hold harmless, protect, and defend Constructive Visual and its subcontractors from any claim, suit, penalty, tax, fine, penalty, or tariff arising from the Client’s exercise of Internet electronic commerce and/or any failure to comply with any such laws, taxes, and tariffs.
9. Web Design Project Copyright
Copyright to the finished website produced by Constructive Visual will be owned by Constructive Visual. The Client will be assigned rights to use the Web Design Project as a website, once final payment under this agreement and any additional charges incurred have been paid. 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.
Constructive Visual and its subcontractors retain the right to display graphics and other Web design elements as examples of their work in their respective portfolios.
All Web Design Projects will contain a copyright/legal statement with a link to Constructive Visual’s internet website.
Payments must be made promptly based on the terms of this Website Design Project. Constructive Visual reserves the right to remove any Website Design Project from viewing on the Internet until final payment is made. All domain name and hosting annual fees must be paid in full by the due date of the invoice and also stated in the “Client Login” section of the Constructive Visual website until full payment is made.
If payment of hosting and/or domain name is not paid in 30 days and all attempts to contact the client fail. Constructive Visual has the right to fully remove the Web Design Project and release the domain name to the public. In case collection proves necessary, the Client agrees to pay all fees (including all attorney’s fees and court costs) incurred by that process.
This agreement becomes effective from the first website order date on the Constructive Visual website. The Client agrees apon ordering the website design service from the Constructive Visual website, this agreement was entered into in Western Australia, and any dispute will be litigated or arbitrated in jurisdiction convenient to Constructive Visual, and the Client hereby consents to the personal jurisdiction of the West Australian Courts. Furthermore, the Client waives any right to or claim of sovereign immunity. Adding of Meta Tags (Description and Keywords) and the submission of the Web Design Project to Web search engines and updating occur only after the full final payment is made.
All payments will be made in Australian Dollars.
11. Payment Schedule
The Client agrees to pay Constructive Visual in full from the shopping cart and/or “Client Login” section on the Constructive Visual website.
Payment for services provided hereby shall be made in accordance witht he conditions of the Website Design Contract. The Client is responsible for maintaining up to date payments for additional payment renewals of service(s).
Final payment is due prior to publication and/or delivery of the Website Design Project. All amounts must be in Australian Dollars.
12. Legal Notice
Notwithstanding anything to the contrary contained in this contract, neither Constructive Visual nor any of its employees or agents warrants the functions contained in the Website Design Project will be uninterrupted or error-free.
The entire risk as to the quality and performance of the Website Design Project is with the Client. In no event will Constructive Visual be liable to the Client or any third party for any damages, including, but not limited to, service interruptions caused by Acts of God, the Hosting Service or any other circumstances beyond our reasonable control, any lost profits, lost savings or other incidental, consequential, punitive, or special damages arising out of the operation of or inability to operate this Website Design Project, failure of any service provider, of any telecommunications carrier, of the internet backbone, of any internet servers, you or your site visitor’s computer or internet software, even if Constructive Visual has been advised of the possibility of such damages.
Constructive Visual does not guarantee page download speed, website bandwidth levels, presence of firewalls, security of any type.
13. Website Security
The Client agrees that they will take full control over security of the website including all passwords and authorized access to their website.
- E-Commerce (Shop): If this contract contemplates the possibility of an e-commerce enabled site we highly recommend that the Client keeps the website up to date with the latest updates and ensures that their SSL Certificate, modules, themes and security is actively secured and active.
- Secure Certificate (Shop): If this contract contemplates the possibility of 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.
- Merchant Account (Shop): If the Client’s website 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 are not covered by this agreement.
- Picture Gallery: If the Client’s website requires an image gallery the Client is responsible to ensure that no viruses are uploaded to the web server and the client has full responsibility of authorizing access and passwords to people on their website.
- Forum: If the Client’s website requires a online forum the Client is responsible for maintaining, removing, deleting, adding, banning and administrating the online forum on the website. Constructive Visual takes no responsibility for SPAM, advertising bots and other malicious content posted on the forum.
14. Disclosure Statement
The Developer, it’s employees and subcontractors agree that, except as directed by the client, it will not at any time during or after the term of this agreement disclose an confidential information to any person whatsoever. Likewise, the Client agrees that it will not convey any confidential information obtained about the Developer to another party.
15. This Agreement
This agreement and any Addendums constitute the sole agreement between Constructive Visual and the Client regarding this Web Design Project. Any additional work not specified in this contract or any other amendment or modification to this contract must be authorized by a written request signed by both Client and Constructive Visual.
All prices specified on the constructivevisual.com website are subject to change and apon registering on the constructivevisual.com website and placing an order the Client agrees to this contract. Continued services after that time will require a new agreement.
The Client hereby agrees to the terms, conditions and stipulations of this agreement on behalf of his or her organization or business. The client and/or authorized representative(s) of the Client certifies that he or she is over the age of 18 and legally capable of entering a contract in the state of Western Australia on behalf of the Client. This Agreement constitutes the entire understanding of the parties. Any changes or modifications thereto must be in writing and signed by both parties.
The Client agrees that Constructive Visual will accept an email with the words “Go Live” as acceptance of a final signoff or a letter requesting Final Signoff acceptance from the Client before the website is publicly displayed.
The Client agrees that Constructive Visual will be paid in full before the website is publicly displayed unless alternative arrangements are accepted by Constructive Visual management.
All prior arrangements of allowing public display of a website must be made in writing to Constructive Visual management. Constructive Visual reserves the right to refuse any request for public display of website(s) by Clients for not meeting their obligations of payment.