Terms and Conditions of Supply of Web Design Services 


AUTHORISATION

1.01 You, the client engage ACTIVE ONLINE LIMITED, located at SPADE Enterprise Centre, North King Street, Dublin 7, Ireland, as an independent contractor for the specific project of developing and/or improving an Internet website to be installed on the client's web space on an Internet Service Provider's computer/server or on facilities provided by ACTIVE ONLINE. The client hereby authorises ACTIVE ONLINE to access this account, and authorises the Internet Service Provider to provide ACTIVE ONLINE 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. The client also authorises ACTIVE ONLINE to promote the completed website with Web search engines, as well as with other Web directories and indexes.

MAINTENANCE & HOURLY RATE

1.02 This agreement provides for minor Web page maintenance to regular Web pages (not store pages) over a three-month period up to an average of one hour per regular page, including updating links and making minor changes to a sentence or paragraph. This agreement does not provide for removing a major portion of the text from a page and replacing it with new text. If the client or an agent other than ACTIVE ONLINE attempts updating the client's pages, time to repair Web pages will be assessed at the hourly rate, and is not included as part of the updating time. The three-month maintenance period commences upon the date the client signs this contract. Changes requested by the client after the initial three month period will be billed at the hourly rate of €75. This rate shall also govern additional work authorised beyond the maximums specified above for such services as general Internet orientation, education, marketing, consulting, web page design, editing, modifying product pages and databases in an online store, and art, photo, graphics services, and helping clients learn how to use their own web page editor.

CHANGES TO SUBMITTED TEXT

1.03 The Client agrees to ensure that submitted text is complete and final. Time required to make substantial changes to text, submitted by the client, after the Web pages have been constructed, will be additional, billed at the hourly rate as defined in section 1.02 above.

WEB HOSTING AND ISP SERVICES

1.04 The client understands that any Web Hosting or Internet Service Provider (ISP) services require a separate contract with the ISP of the client's choice or with ACTIVE ONLINE. The client agrees to use ACTIVE ONLINE facilities or to select an ISP which allows ACTIVE ONLINE full access to the website and a cgi-bin directory via FTP and telnet. The client further understands that if the ISP's operating system is not a Unix system, the response form software may not work, and providing a substitute will incur additional charges.

COMPLETION DATE

1.05 ACTIVE ONLINE and the client must work together to complete the website in a timely manner. We agree to work expeditiously to complete the website no later than 30 days from the date of signing of this contract. If copywriting services are not being sought from ACTIVE ONLINE and the client does not supply ACTIVE ONLINE with complete text and graphics content for all Web pages contracted within six weeks of the date this 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 two months after signing of this contract, an additional continuation fee of 10% of the total contract price will also be assessed each month until the website is completed.

PAYMENT OF FEES

1.06 Fees to ACTIVE ONLINE are due and payable per the schedule contained in the quotation section of the Design proposal. If the total amount of this contract is less than € 1,500, the total amount shall be paid upon signing the proposal/contract. In case the client has not secured Web space on an Internet Service Provider computer by the time the Web pages are completed, the Web pages may be delivered to the client on a portable data storage device or attached to an e-mail message. Registration of the completed Web site to search engines and updating the pages will occur only after full payment is made. All payments shall be made in Euros.

ASSIGNMENT OF PROJECT

1.07 ACTIVE ONLINE reserves the right to assign subcontractors to this project to insure timely delivery and superior quality.

DISCLAIMER

1.08 In no event shall ACTIVE ONLINE be liable to the client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages stemming from the operation of or inability to operate these Web pages or website, even when/if ACTIVE ONLINE has been advised of the possibility of such damages. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.

COPYRIGHTS AND TRADEMARKS

1.09 The client represents to ACTIVE ONLINE and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to ACTIVE ONLINE 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 ACTIVE ONLINE and its subcontractors from any claim or suit arising from the use of such elements furnished by the client.

LAWS AFFECTING ELECTRONIC COMMERCE

1.10 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 ACTIVE ONLINE and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the client's exercise of Internet electronic commerce.

COPYRIGHT TO WEB PAGES

1.11 Copyright to the assembled finished work of Web pages produced by ACTIVE ONLINE is owned by ACTIVE ONLINE. Upon final payment of this contract, the client is assigned full 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. ACTIVE ONLINE retains the right to display graphics and other Web design elements as examples of their work in any portfolio.

EMPLOYMENT RESTRICTION

1.12 the Client agrees not to solicit any ACTIVE ONLINE staff (temporary, part-time or full-time) for the purposes of employment directly or indirectly with the Clients business or any associated businesses. The Client agrees that should such solicitation be made or should an employee of ACTIVE ONLINE Limited take up employment with the Client or any of its associated businesses that the client will compensate ACTIVE ONLINE Limited in the amount of one full year’s salary and bonuses offered to that employee or €40,000, whichever is greater.


PAYMENT OF FEES

1.13 Outstanding bills will be assessed a €75 charge if payment is not received within 10 days of the due date. If an amount remains outstanding 30 days after its due date, an additional 5% penalty will be added for each month of delayed payment. ACTIVE ONLINE 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.  Regardless of the place of signing of any proposal/contract the client agrees that for purposes of venue, the contract was entered into in Dublin, Ireland, and any dispute will be litigated or arbitrated in Dublin, Ireland.

SOLE AGREEMENT

1.14 The information contained in “the proposal” in conjunction with these terms and conditions constitutes the sole agreement between ACTIVEONLINE and the client regarding their website project. Any additional work not specified in the proposal/contract must be authorised by a written “change of order”. All prices specified in the proposal/contract will be honoured for six (6) months after both parties sign the proposal. Continued services after that time will require a new agreement.

INITIAL PAYMENT AND REFUND POLICY

1.15 A deposit of 35% of the total project value is payable in advance. Payment of the balance is payable on completion. If the client halts work and applies by registered letter for a refund within 30 days, to the General Manager of ACTIVE ONLINE, SPADE Enterprise Centre, North King Street, Dublin 7, Ireland, work completed shall be billed at the hourly rate stated in section 1.02 above, and deducted from the initial payment: the remainder of the balance 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 the hourly rate stated in section 1.02 above. No portion of this initial payment shall be refunded unless a written application (request for refund) is made within 30 days of signing the proposal/contract.

 

dated: 21 July 2004
 

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