Website Development Agreement
1 Development of Web Site/Digital Media. JI Creatives agrees to develop the web site and other digital media as quoted and accepted by ‘The Client’.
2 Delivery of Web Site/Digital Media. JI Creatives will carry out the services in a professional manner and shall use reasonable endeavours to deliver to ‘The Client’ an operational web site according with the project description no later than the estimated commencement date.
3 Ownership Rights. ‘The Client’ shall own all rights, title and interest in ‘The Client Content’, which includes all text, graphics, animation, audio components, and digital components of the web site. ‘The Client’ shall retain all of its intellectual property rights in any text, images or other components it owns and transmits to JI Creatives for use in the web site. JI Creatives shall own all right, title, and interest in and to the web site/media including all interfaces, navigational devices, menus, menu structures or arrangements, icons, help and other operational instructions, and all other components of any source or object computer code that comprises the web site, all literal and non-literal expressions of ideas that operate, cause, create, direct, manipulate, access, or otherwise affect the content and design elements that JI Creatives own or transmits to the website. ‘The Client’ shall not do anything that may infringe upon or in any way undermine JI Creatives’s right, title, and interest in the web site, as described in this paragraph 3. JI Creatives shall not do anything that may infringe upon or in any other way undermine ‘The Client’s’ rights, title and interest in the website content as described in this paragraph 3.
4 Compensation. For all of JI Creativess’ services under this agreement, ‘The Client’ shall pay JI Creatives the agreed upon amount stated in the quote at the date of this order and the balance of the price at the delivery date unless otherwise provided in the schedule and if not paid, JI Creatives shall have the right, but not the obligation, to terminate this agreement and remove the web site and/or digital media. Any Deposit or Intial Invoice amount charged against The Client shall not be refundable.
5 Limited Warranty and Limitation on Damages. JI Creatives warrants the web site will conform to the project description. If the web site does not conform to the site specification, JI Creatives shall be responsible to correct the web site without unreasonable delay, at JI Creatives’s sole expense and without charge to ‘The Client’, to bring the web site into conformance with the site description. Other than implied by law and not capable of being negated by agreement, this warranty shall be the exclusive warranty available to ‘The Client’. ‘The Client’ waives any other warranty, express or implied. ‘The Client’ acknowledges that JI Creatives does not warrant that the web site will work on all platforms except the following browsers. Internet explorer 7+, Firefox 3+ and Safari 3+. ‘The Client’ acknowledges that JI Creatives is not responsible for the results obtained by ‘The Client’ on the web site. ‘The Client’ waives any claim for damages, direct or indirect, and agrees that its sole and exclusive remedy for damages (either in contract or tort) is the return of the price. JI Creatives accepts no liability for any damage, loss of productivity, or loss or alteration of matter detrimental to the user’s property due to the use of third party software or hardware installed or recommended by JI Creatives.
6 Privacy. Parties agree that all issues concerning privacy act compliance are for ‘The Client’ and JI Creatives gives no warranty or undertaking that the site complies with or operates in accordance with the requirements of that legislation and regulations there under. A review for privacy act purposes can be obtained by JI Creatives for additional fee but will not be the subject of any warranty by JI Creatives as to its accuracy.
7 Confidentiality. ‘The Client’ and JI Creatives acknowledge and agree that the specifications and all other documents and information related to the development of the web site (the “Confidential Information”) will constitute valuable trade secrets of JI Creatives. ‘The Client’ shall keep the Confidential Information in confidence and shall not, at any time during or after the term of this agreement, without JI Creatives’s prior written consent, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information. Excluded from the “Confidential Information” definition is anything that can be seen by the public on the web site when each page of the web site is first accessed.
8 Permission.
8.1 Grant of Permission – The Client. ‘The Client’ hereby grants to JI Creatives a non-exclusive, worldwide, royalty free license to edit, modify, adapt, translate, schedule, transmit, participate in the transfer of, reproduce, create derivative works from, distribute, perform, display and otherwise use client content as necessary to render the services to client under this agreement.
8.2 Grant of Permission – JI Creatives. JI Creatives hereby grants to ‘The Client’ a limited, non-exclusive, non-transferable license solely to make use of JI Creatives materials which are incorporated in the web site and which are required for the operation of the web site solely to operate the web site on the host server.
9 Website Portability.
9.1 Client Side Code – ‘The Client’ understands that the dynamic features of the website are only functional when installed on Business Catalyst CMS or CMS utilised for each project. If ‘The Client’ wishes to cease using Business Catalyst or CMS utilised for each project, a full copy of the website, (client side code and media) without dynamic features, will be supplied to ‘The Client’ on request in writing.
9.2 Termination Of Web Development Services – JI Creatives will not hinder ‘The Client’ in any way should ‘The Client’ request to terminate dealings with JI Creatives. There are hundreds of developers Australia wide and thousands world wide that support our website software solutions.
10 No Hire agreement
10.1 The Client agrees not to make an offer of work or employment to any of JI Creatives employees. If an offer is made or an work agreement is entered into between JI Creatives before 12 months from the completion of the last work completed by JI Creatives then the client agrees to pay a $5000 finders fee or 15% of the annual salary of the employee which ever is the greater.
11 Development Delivery.
11.1 Delivery Time frame – is the weeks the web site is estimated to go live on completion and once final payment has been received.
11.2 Not included in Delivery Time Frame – The following items will not be included in the time frame
10.2.1 Delayed approval time by client for layout, design and content.
10.2.2 Changes to scope. Includes – extra content, changes contrary to agreement, and more than 3 iterations of the design for custom designs.