Professional Website
Development
Service Agreement Explained
We would like all potential clients to feel comfortable about initiating a new project with Site Revision, Inc. That is why we've created this explanation for our typical Service Agreement below. Creating a new site or redeveloping an existing site can be big investment for a company, and having the protection of a service agreement can provide the understanding of what is involved with a development project.
Explanations are written in blue italics.*
Project Agreement
Company / Client: [name of client here]
Web Design Project: [name of project here]
Authorization
The above named client is engaging Site Revision, Inc. located at PO Box 2001, Coppell, TX 75019 as an independent contractor 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.
Hereafter, the client (shown above as Company / Client) will be known as the "Client" and Site Revision, Inc. will be known as the "Developer."
This portion of the contract simply identifies the client and the developer (in this case, Site Revision, Inc.)
This Agreement
This agreement constitutes the sole agreement between the Developer 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 Developer. All prices specified in this contract will be honored for 6 months after both parties sign this contract. Continued services after that time will require a new agreement.
We attach this agreement to our Project Proposal. The Project Proposal outlines the details of the project. Obviously, if the specifications of the project are drastically changed, the Agreement will need to be revised.
Hosting Service
The Developer will establish a separate contract with a Hosting Provider, for site hosting for the Client. The Client hereby authorizes the Developer to access this account, and authorizes the Host Provider to provide the Developer with "write permission" for the Client's web page directory, cgi-bin directory, and any other directories or programs that need to be accessed for this project.
It is agreed that this account will be hosted by a leading Internet hosting company. In the opinion of the Developer these selected Host Providers ("Hosts") offer superior service and affordable value. Developer will secure this account on behalf of the Client.
Site Revision, Inc. is the hosting provider for most projects. If a client has a preferred host, we will need full access to the servers to develop the website. Hosting Terms
Payment Terms / Work Flow
A minimum deposit of fifty percent (50%) is required to commence work. Work under this contract shall be billed at the hourly rate of $75/hour unless an amount was agreed upon for the job.
Typically an amount is agreed upon for the job.
Once the 50% 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 via email or by signing a printed copy of the design. Once this acceptance is received from the Client, the work necessary to complete the project will begin.
Authors should continue, however, to continually view updates to the site and express their preferences or dislikes to the Developer. Upon completion of the web site, an email or letter and invoice will be sent to the Client advising the Client that the work has been completed. Final payment of the remaining 50% balance plus any additional charges incurred will due within fifteen (15) business days after delivery of this email or letter and invoice, according to the Client's agreed upon Payment Plan. If the fifteen (15) day minimum is not met an additional charge of 10% is due. Developer reserves the right to remove all web content from the Internet if payment is not made within thirty (30) days after delivery of our completion notification. If a payment delay is anticipated, please contact the Developer to discuss potential problems in advance. If problems are anticipated we may be able to accommodate an alternate arrangement.
Basically, 50% up front, 50% on completion. This section of the agreement is probably the most important. Communication for the first stages of the project is vital. This is when we work out all the important details that are difficult to change in later stages of the project development.
Web Design Project Copyright
It is understood that the Client owns the Website but not the source code. The Client retains the right to sell the Website as part of the company and company’s assets but the Client does not have the right to distribute, sell or otherwise provide copies of the source code. Rights to source code, work-up files, and computer programs are specifically not transferred to the Client, and remain the property of their respective owners. Developer and its subcontractors retain the right to display graphics and other Web design elements as examples of their work in their respective portfolios.
Sometimes this paragraph causes confusion. The idea is similar to an End User License Agreement included when you buy software. You own a copy of the software. However, it is illegal to make copies of the software and redistribute them. Although the client owns the website, the client may not make copies of it in whole or part to redistribute. The last sentance of the paragraph simply states that Site Revision, Inc. (and its agents) may include a link or example of the project in their portfolios.
Limited Liability
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.
It is also understood that the Developer will not publish information over the Internet that may be used by another party to harm another. The Developer will also not develop a pornography or warez web site for the Client. The Developer reserves the right to determine what is and is not pornography.
Simply put, no inappropriate material may be posted on the server. Site Revision, Inc. decides what is appropriate.
Indemnification
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 attorney's fees associated with the Developer's development of the Client's web site. This includes Liabilities asserted against the Developer, it's subcontractors, its agents, its clients, servants, officers and employees, 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.
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 Developer 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.
To sum up these three paragraphs, it is the responsibility of the client, not Site Revision, Inc. to follow all regulations and laws regarding the business and content of the site. For example, if we create an e-commerce website, it is the responsibility of the client to know all regulations regarding taxes. In addition, some franchises require special guidelines for websites such as logo placement and domain names.
Arbitration
Any disputes in excess of $1,500 (or the maximum limit for small claims court) arising out of this Agreement shall be submitted to binding arbitration mutually agreed upon Arbitrator pursuant to the rules of the American Arbitration Association. 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 the Developer.
If there is a dispute that arises from this project (that exceeds $1500), it will be submitted to an Arbitrator. We've never had such a dispute.
Forum Selection
It is hereby agreed by and between Developer and Client that all disputes and matters whatsoever arising under, in connection with or incident to this contract shall be litigated, if at all, in and before a Court located in the State of Texas, USA, to the exclusion of the Courts of any other state or country.
In the unlikely event of a dispute that results in litigation, it will be in a court in Texas. Again, we've never had such a dispute. These are legal disclaimers we are required to put in our Agreement.
* Explanations are not considered legal advice. Please consult a legal professional for such advice.