Website Design / Web Development Agreements
Client is engaging Funnel Boost Media, (“FBM”), located at 3201 Cherry Ridge, Ste. 213, San Antonio, Texas 78230, as an independent contractor for the specific purpose of developing and/or improving a web site. The Client hereby authorizes FBM to access the above FTP account, and authorizes the web hosting service to provide FBM with “write permission” for the Client’s web page directory, cgi-bin directory, and any other directories or programs which need to be accessed for the stated project(s). Should Client not have a hosting account, FBM may provide hosting at an additional fee. The Client also authorizes FBM to publicize their completed web site to Web search engines, as well as other Web directories and indexes. Client attests they are the true owner of the website or are an authorized agent of the owner, with authority to enter into this contract for services.
- Standard Web Site Package:
Domain Registration. FBM will secure a domain name for the Client at the Client’s request. All charges incurred in doing so will be billed to the Client as an addition to the base price contemplated by this agreement. These are Internic fees, and are not a source of income for the FBM.
If the Client already has a domain name, FBM will coordinate redirecting the address to the new host. Should Client desire a specific domain name, which is already owned by another party, negotiations for said domain name must be undertaken by Client. FBM has no responsibility for negotiation or purchase of domains.
Text. Copy for web site must be supplied by the Client in a “.doc” format via disk or email attachment. Otherwise, if not supplied on disk or via email, there will be an additional charge for typesetting.
Graphics. Photographs and other miscellaneous graphic images must be supplied by Client. Photographs and graphics not supplied by Client will be added cost to the contract between FBM and Client.
Installation. The finished site will be uploaded to Client’s hosting company or hosting provided by FBM. E-mail response link on each web page to any e-mail address the Client designates.
Cross Browser Compatibility. Our agreement contemplates the creation of a web site viewable by Microsoft Internet Explorer, Mozilla Firefox, and Google Chrome browsers. Compatibility is defined herein as all critical elements of each page being viewable in above listed 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 of above listed browsers are developed, the new browser versions may not be 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 and in addition to the base price of our agreement.
CGI / Perl. This contract contemplates one basic form embedded on the Clients 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 or created by the FBM at the Client’s request, the charge for the script, if any, will be billed back to the Client.
- Online stores only
The text and graphic content of the web pages will be supplied by the Client and executed as specified by the Client in the Web Design Agreement (incorporated by reference). It is understood that total prices calculated are likely to vary from the final amount due to different quantities of products, categories, photos, regular pages, etc. in the final store.
An Estimate is listed in the Master Service Agreement and/or Web Design Agreement and governs the prices for this contract. Notwithstanding any prices listed in literature or on web pages, the Client and FBM agree that the services described above in this section shall be completed for the amount indicated in Master Service Agreement and/or Web Design Agreement and upon this amount the first payment shall be determined. The final pay actually completed at the prices indicated and additional services included.
We include e-mail/phone consultation of up to two (2) hours total general Internet orientation education, marketing strategy, Web design consultation, and helping Clients learn to use the store software. Telephone long distance charges are in addition to package rates quoted. Additional education and consultation will be at the hourly rate.
Product web pages, products, or photos added after the store is ready for advertising to the Web search engines will be calculated for actual time spent at the hourly rate specified in the Agreements.
- Available Services:
This agreement includes all the aforementioned services plus:
Graphic Creation / Banner Advertisements. This custom package contemplates that FBM will create, capture or receive from the Client all the graphic elements necessary to complete the Client’s web site. This includes creation / redesign of Corporate Identity (logo), ancillary images, animated graphics, photography and banner advertisements.
Java Applets. This custom package contemplates the use of Java Applets specified in the Master Service Agreement and/or Web Design Agreement (incorporated by reference). Clients are encouraged to not use Java Applets as many viewers on America Online will be served an error when trying to view the page. Java Applets may also ‘crash’ older computers on download and download times for some viewers can be excessive.
Macromedia Flash Macromedia. Flash is always an option and the specific understanding of our arrangement will be listed in the Master Service Agreement and/or Web Design Agreement. Although Flash work is charged by the hour, the FBM warrants to protect the client by specifying a maximum charge in advance which will be listed in the Master Service Agreement and/or Web Design Agreement. The FBM warrants to work earnestly and efficiently to provide service under the maximum charge. Should unforeseen complications arise, Client will be notified.
DHTML. This custom package contemplates using DHTML technology. The rate to program each DHTML page will be specified in Master Service Agreement and/or Web Design Agreement. The Client understands that DHTML technology may not work in older browsers and some DHTML technology is not cross-browser specific.
Real Audio/Video. This custom package contemplates using Real Audio or Real Video on the Client’s site. If chosen, however, the charges for such will be listed on order form.
QuickTime / QuickTime VR. This custom package contemplates using QuickTime or QuickTime VR technology on the Client’s web site.
E-commerce. This custom package contemplates the possibility of an e-commerce enabled site. If a shopping cart is required for the Client’s site, the charges for the shopping cart will be listed in the Web Design Agreement.
Secure Certificate. 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.
Merchant Account. The Client will need a Merchant Account to enable the ability to accept credit cards online. Any charges necessary to secure the Merchant Account are chargeable to the Client.
Real Time Credit Card Processing. If the Client has a high volume / high sales web site, real-time credit card processing will be desired. In this instance, the FBM will assist the Client in obtaining this service. Any charges related to this service are the responsibility of the Client as an addition to this agreement.
ASP / Cold Fusion. Sites requiring database design may require Microsoft ASP or Allaire Cold Fusion technology. Any charges applicable to ASP or Cold Fusion are in addition to this agreement.
Databases. Costs for creation of a database will be specifically listed in Web Design Agreement.
Training. The FBM will provide e-mail and telephone assistance to the Client’s designated representatives regarding management of the Client’s web site at a pre-negotiated rate.
- Additional Expenses
Client agrees to reimburse the FBM for any critical Client requested expenses necessary for the completion of the project. Examples would be:
- Purchase of stock photos at the Client’s request.
- Purchase of upgraded hosting capabilities at the Client’s request.
- Purchase of specific fonts at the Client’s request.
- Purchase of specific photography at the Client’s request.
- Purchase of specific software at the Client’s request.
- Client Amends / Changes
FBM prides itself in providing excellent customer service. That is the spirit of our agreement and the spirit of the FBM’s business. To that end, we encourage input from the Client during the design process.
The FBM understands, however, that Clients may request significant design changes to pages that have already been constructed to the Client’s specification. To that end, please note that our agreement does not include a provision for significant page modification or creation of additional pages in excess of our agreed page maximum listed in the Web Design Agreement. 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 include:
- Developing a new table or layer structure to accommodate a substantial redesign at the Client’s request.
- Recreating or significantly modifying the company logo graphic at the Client’s request.
- Replacing more than 75% of the text to any given page at the Client’s request.
- Creating a new navigation structure or changing the link graphics at the Client’s request.
- 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.
Clients who anticipate frequently changing the look of their site during the design process and Clients who desire to be intricately involved in the design of each page are encouraged to negotiate an agreement which exceeds the page maximum. If significant page modification is requested by the Client after the page maximum has been reached a Change Request with estimated costs will be submitted for Client approval prior to changes being done.
Moderate changes, however, will always be covered during our development of the site and also covered by our one month of free maintenance.
- Third Party or Client Page Modification
Some Clients will desire to independently edit or update their web pages after completion of the site. FBM is not responsible for any damage created by the Client or agent of the Client. Any repairs required will be assessed at an hourly rate listed in the Master Service Agreement and/or Web Design Agreement with an one (1) hour minimum charge.
- Web Hosting
The Client agrees to select a web hosting service that allows FBM full access to the web site and a cgi-bin directory via FTP and telnet. The Client further understands that if the web hosting service’s operating system is not a Unix system, standard CGI software may not work, and providing a substitute may incur additional charges.
- Search Engine Registration
FBM 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. FBM also offers advanced search engine optimization and site promotion services. If advanced search engine optimization and site promotion services are desired the agreement for said services will be listed in a separate agreement.
FBM encourages all commercial Clients to obtain advanced Search Engine Optimization and Site Promotion services.
- Work Schedule and Completion Date
FBM will submit a First Mockup Draft of web site no later than thirty (30) days after FBM receives signed agreement, along with down payment and initial direction from the Client. Client to provide FBM with all the data needed to complete web site, including text, company logo, and photos. Upon completion of this stage, the Client will be asked to confirm acceptance for the basic site design via e-mail or by signing a printed copy of the design and faxing to FBM. Once this acceptance is received from the Client, the work necessary to complete the project will continue.
Upon completion of the web site, an e-mail or letter and invoice will be sent to the Client advising the Client that the work has been completed. Client will supply written approval by printing, initialing and faxing back each page in web site. After contract has been paid in full, site will then be uploaded to Client’s hosting company.
- Maintenance Grace Period
This agreement includes minor web page maintenance to regular web pages (not store product pages) over a one-month period, including updating links and making minor changes to sentences or paragraphs. It does not include removing nearly all the text from a page and replacing the content,
If the Client or an agent other than FBM 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 one-month maintenance period commences upon the date the Client signs the contract.
Changes requested by the Client beyond those limits will be billed at the hourly rate listed on the Master Service Agreement and/or Web Design Agreement. This rate shall also apply toward additional work authorized 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. CGI programming charges, if any, are not included in this rate.
- Extended Maintenance Contracts
Terms for Maintenance Contracts will be listed in Master Service Agreement and/or Web Design Agreement using one of two methods.
The Monthly “Flat Rate” Maintenance Contract, payable each month, allowing up to two (2) hours of changes per month, including new pages and store product changes. The “Flat Rate” Agreement is payable each month, whether the time is used or not. Changes requested, which go beyond the two (2) hour limit, are chargeable at the rate disclosed.
The “As Needed” Maintenance Contract is a monthly chargeable agreement, higher than the “Flat Rate”, but offering cost savings on sites with little to no changes. Charges incur when Client requests a change with a one (1) hour minimum charge.
- Copyrights and Trademarks
The Client represents to FBM and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to FBM 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. Further, Client hereby agrees to indemnify and hold harmless FBM and the officers, directors, employees, trustees, agents, investment advisors, collateral managers, servicers, and counsel of FBM (collectively called the “Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever suit from the use of such elements furnished by the Client.
- Assignment of Project
The FBM reserves the right to assign certain subcontractors to this project to insure the quality of the project as well as on-time completion. The FBM warrants all work completed by subcontractors for this project.
- Authorized to Enter Contract
Authorized representative of the Client certifies that they are at least 18 years of age and legally capable and fully authorized to enter into this contract in accordance to the law of the State of Texas and the United States of America on behalf of the Client.
- Warranties and 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 FBM. 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 FBM, Web Hosting Service, and the Host Server from any claim resulting from the Client’s publication of material or use of those materials. Client hereby agrees to indemnify and hold harmless FBM, Web Hosting Service, and the Host Server and the officers, directors, employees, trustees, agents, investment advisors, collateral managers, servicers, and counsel of FBM, Web Hosting Service, and the Host Server (collectively called the “Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever of the materials on the Client’s web site.
It is also understood that FBM will not publish information over the Internet which may be used by another party to harm another. FBM will also not develop pornography, racist, or objectionable content or any software that has been illegally copied and made available (commonly referred to as “warez”) on the web site for the Client. FBM reserves the right to determine what is or is not pornography and/ or objectionable content.
FBM does not warrant the functions of the site will meet Client’s expectations of site traffic or resulting business or that the operation of the web pages will be uninterrupted and / or error-free. FBM is not responsible for occasional downtime of email or web site due to line interruptions and/or other instances beyond FBM’s control.
Client agrees that it shall defend, indemnify, save and hold FBM harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney’s fees associated with FBM’s development of the Client’s web site. This includes Liabilities asserted against FBM, its subcontractors, it’s 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 FBM 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.
- Rights Upon Termination of Agreement
FBM shall transfer, assign and make available to Client all property and materials in FBM’s possession or subject to FBM’s control that are the property of Client, subject to payment in full of amounts due pursuant to this Agreement
FBM also agrees to provide reasonable cooperation in arranging for the transfer or approval of third party’s interest in all contracts, agreements and other arrangements with advertising media, suppliers, talent and others not then utilized, and all rights and claims thereto and therein, following appropriate release from the obligations therein.
In the event the Client terminates this contract by registered letter within 30 days, fifty percent (50.0%) of down payment will be refunded. Work completed shall be billed at the hourly rate stated in Agreement, and deducted from the remaining down payment, the balance of which 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. No portion of this initial payment will be refunded unless written application is made within 30 days of signing this contract.
Refund request must be submitted by registered letter to Funnel Boost Media, 3201 Cherry Ridge, Ste. 213, San Antonio, Tx 78230.
In the event of any default of any material obligation by or owed by a party pursuant to this Agreement, then the other party may provide written notice of such default and if such default is not cured within ten (10) days of the written notice, then the non-defaulting party may terminate this Agreement.
Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services.
- Laws Affecting Electronic Commerce
From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. The Client understands and agrees to be solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend FBM and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Client’s exercise of Internet electronic commerce.
- Ownership to Web Pages and Graphics
Copyright to the finished assembled work of web pages and graphics produced by FBM shall be vested with the Client upon final payment for the project. This ownership is to include, design, photos, graphics, source code, work-up files, text, and any program(s) specifically designed or purchased on behalf of the Client for completion of this project.
Rights to photos, graphics, computer programs are specifically not transferred to the Client, and remain the property of their respective owners. FBM and its subcontractors retain the right to display all designs as examples of their work in their respective portfolios.
Any disputes arising from this contract will be litigated in Bexar County, Texas. This agreement shall be governed and construed in accordance with the laws of the State of Texas, United States of America. All reasonable attorneys’ fees incurred by FBM to enforce these Agreements will be paid by the Client.
Undersigned hereby agrees to the terms, conditions and stipulations of this agreement on behalf of their organization or business. This Agreement constitutes the entire understanding of both parties. Any changes or modifications thereto must be in writing and signed by both parties.
- Payment of Fees
A minimum deposit of fifty percent (50.0%) is required to commence work.
Fees to FBM are due and payable on the following schedule: fifty percent (50.0%) upon signing of contract, twenty-five percent (25.0%) after first stage of site is completed and approved and the balance upon page completion, but prior to delivery / uploading. The final payment must be made prior to delivery / uploading. If the total amount of the contract is less than Seven Hundred and NO/100 Dollars ($700.00), the total amount shall be paid upon signing of contract and any additional costs incurred during development will be invoiced at the completion of the web site.
Advertising the pages to Web Search Engines and updating occur only after the final payment is made. All payments will be made in US funds.
FBM reserves the right to remove web pages from viewing on the Internet until final payment is made. If a payment delay is anticipated, please contact FBM immediately for an alternative arrangement. In case collection proves necessary, the Client agrees to pay all reasonable attorneys’ fees and expenses incurred by that process. This agreement becomes effective only when signed by FBM. Regardless of the place of signing of this agreement, the Client agrees that for purposes of venue, this contract was entered into in Bexar County, Texas, and any dispute will be litigated in Bexar County, Texas.
- Entirety of the Agreement
The agreement contained in this Master Service Agreement and/or Web Design Agreement constitutes the entirety of the Agreements between FBM and the Client regarding this web site. Any additional work not specified in this contract, must be authorized by a written change order. All prices specified will be honored for thirty (30) days after both parties sign this contract.
Continued services after that time will require a new agreement. This agreement terminates and supersedes all prior understanding or agreements on the subject matter hereof. Any changes or modification thereto must be in writing and signed by both parties