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Engagement: Client is engaging Over the Hill Web Consulting, as an independent contractor for the specific project of designing & implementing a web site for installation at Client's contracted web host server account. You agree that the responsibility of Over the Hill Web Consulting is to provide web site development services and technical support only. Client agrees to authorize Over the Hill Web Consulting access to this account & authorizes their web host service provider to grant Over the Hill Web Consulting "write permission" for the Client's web page directory, cgi-bin directory (if applicable), & any other directories or programs which need to be accessed in order to complete this project.
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Warranties: Over the Hill Web Consulting represents & warrants to Client that it has the experience & ability to perform the services required by this contract; that it will perform said services in a professional, competent & timely manner; that it has the power to enter into & perform this contract; & that its performance of this contract shall not infringe upon or violate the rights of any third party or violate any laws. However, Client will not determine or exercise control as to general procedures or formats necessary to have these services meet Client's satisfaction. The Client represents & warrants to Over the Hill Web Consulting that it will provide Client materials as required in a professional, competent, & timely manner; that it has the power to enter into this contract on behalf of Client; & that its performance of this contract shall not infringe upon or violate the rights of any third party or violate any laws.
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Launch Date: Over the Hill Web Consulting & Client must work together to complete the elements of the web site in a timely manner. We agree to work expeditiously to complete the web site within the timeframe outlined in the website proposal , subject to date of receipt of signed contract & all materials from Client. Client acknowledges that the estimated time given to complete the project takes into account best case scenarios. Client further acknowledges that estimated completion dates may be subject to change and additional charges. Failure by Client to provide source materials within 30 days of notification will be sufficient grounds for Over the Hill Web Consulting to cancel the agreement & suspend work on Client's project. If Over the Hill Web Consulting does not hear from Client or the content is not available, it is understood that the Client's project will be placed on hold. When Client presents the content needed to complete the website under the original scope of the quote, the Client's content will be added to the site at no additional charge within 10 business days.
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Suspension of Work: Over the Hill Web Consulting reserves the right, in its sole discretion, to suspend work without further warning upon an indication of credit problems including delinquent payments, failure of the Client to provide site content, or if other terms of this contract are violated.
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Payment Schedule: Fees to Over the Hill Web Consulting are due & payable on the following schedule:
All design services require a non-refundable retainer of $250 for projects $500 and less, or a non-refundable retainer of 50% of the quoted project amount for projects over $500 (unless otherwise specified in the contract). This retainer is required prior to commencement of work, and will be applied to the final billing of the project. Any required software fees and installation charges must be paid in advance. Templates must be paid for in full before work begins. The balance is due upon website completion. Once final payment for the project is received, the website will be launched live on the CLIENT'S webhost after receiving final payment and all files will be released to the client. This transfer may take 1-7 depending on the setup times and server side changes that need to be made. This includes new websites as well as website updates.
All payments will be made in USD. Over the Hill Web Consulting promises to complete all work, subject to approval & receipt of all materials from Client. Final payment shall be due on an agreed-upon date, regardless of delays by Client. However, if Over the Hill Web Consulting is delayed due to circumstances beyond his or her control, contract completion & required final payment will be postponed to a new agreed-upon date. At that new date, all fees will be due.
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Payments & Refund Policy: There is NO cooling-off period! All orders/payments are final. Once the service is ordered there are no refunds if this contract is canceled by Client for any reason. The final payment is considered a non-refundable payment.
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Payment of Fees: Payments must be made in a timely manner. Payments are due by the dates outlined in this contract or web design quote sheet. Outstanding balances that are 30 days past due will be assessed a late fee of 1.5% per each month of delinquency. Over the Hill Web Consulting reserves the right to remove web pages from viewing on the internet until final payment is made. In case collection proves necessary, Client agrees to pay all fees incurred by that process.
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Design Consultation: Additional design consultations will be charged at an hourly rate of $20 & are not included in this contract. These consultations may be in person or by phone, emails are free.
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Textual Content: Client may elect to hire Over the Hill Web Consulting for copy writing services outside of this contract at a rate of $20 per hour.
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Graphic Content: Scanning in excess of five scans is in addition to the price set forth in this contract & will be billed at $10 per scanned image.
If any digital images provided by the Client are not deemed web ready in the opinion of Over the Hill Web Consulting, the Client may elect to hire Over the Hill Web Consulting outside of this contract at an hourly rate of $25 to have the images corrected so they are web ready.
Client may elect to purchase stock photographs to be used on the web site. Over the Hill Web Consulting can suggest vendors of stock photography. Time spent by Over the Hill Web Consulting searching for appropriate stock photographs is in addition to the price set forth in this contract & will be billed at an hourly rate of $20.
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Custom Graphic Design: Client may elect to hire Over the Hill Web Consulting to design a logo outside of this contract at an hourly rate of $25. Other graphics can include custom designed navigation, buttons, lines, bullets, & rollovers. Over the Hill Web Consulting will prepare a draft layout containing proposed custom designed graphics. A maximum of three revisions to the draft layout will be included at no extra cost to create the look & feel that is desired. Further revisions will be billed at the normal hourly rate of $25.
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Development: Development of website will take place on the Over the Hill Web Consulting server. All development work completed or in progress remains the legal property of the Over the Hill Web Consulting until the full payment is received. Once full payment has been made, Client shall retain legal ownership of all contracted work. Over the Hill Web Consulting will upload the completed website to the Client's contracted web hosting account upon receipt of final payment from Client. Over the Hill Web Consulting retains the right to use any work hosted on their development server for their online portfolio and self-promotion. Over the Hill Web Consulting warrants that Client provided content will not be repurposed for any other use.
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Minor Updates & Changes: Over the Hill Web Consulting will provide 20 hours of technical support for 90 days following the live launch of the website. Minor updates & changes are defined as updating links & making minor changes to a sentence or paragraph. It does not include removing nearly all the text from a page & replacing it with new text. If the Client or any agent other than Over the Hill Web Consulting attempts to update the Client's pages during this time & significantly disables the site code, time to repair the web pages will be assessed at the hourly rate of $20 & is not included as part of this technical support.
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Change Orders: After this contract is signed any major changes to the proposed design will require a CHANGE ORDER which will become an addendum to this contract. Major updates & changes are defined as adding additional pages, custom graphics and/or functionality to the site outside of what is outlined in the proposal & initial design layout.
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Post-Launch Additions: The addition of web pages, graphics, functionality, photos & any other content after the completion & launch of the website will require a separate proposal & contract.
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Site Operations: Over the Hill Web Consulting does not guarantee that the operation of the web site will be uninterrupted or error-free. The entire risk as to the quality & performance of the web site & pages therein is with the Client. In no event will Over the Hill Web Consulting be liable to Client or any third party for damages, including lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate this web site & any other web pages, even if Over the Hill Web Consulting has been advised of the possibilities of such damages. Over the Hill Web Consulting does not guarantee any degree of business success, number of hits or visits, etc. Over The Hill Web Consulting disclaims any and all liability or loss resulting from, but not limited to, acts of God, loss of data or loss of business resulting from access delays or service interruptions. 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 & shall not affect the validity & enforceability of any remaining provisions.
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Maintenance & Hourly Rate: Client may contract Over the Hill Web Consulting to provide maintenance services for the website after the 90 day minor update period has expired. Maintenance services are available by the hour or by separate maintenance agreement.
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Communications: Client shall have the opportunity/right to approve the website before it is launched live on the Client's webhost. We prefer e-mail communication in order to have a hard copy of design/work discussions. We realize that this may not always be appropriate & will schedule phone conversations as needed. You can always call in an emergency situation. Please be as detailed as possible. It is often helpful to refer to pages by their URL or page title (www.yoursite.com/contact.html or Contact Us). It is also helpful for both the Over the Hill Web Consulting & Client to review the site by simultaneously accessing the development site during the course of a phone review. Proper communication is essential & will save Client time & money.
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Submitted Content: Over the Hill Web Consulting will endeavor to meet specified deadlines laid out in the web design proposal. Client will be bound to the dates set out there. Please make every effort to submit completed content & approvals by agreed upon deadlines. Over the Hill Web Consulting will not be responsible if target launch date cannot be met due to late submission of materials by Client.
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Web Hosting: The Client understands that any web hosting services require a separate contract with a web hosting service. These terms do not cover yearly domain registration fees. Client will pay the fees and setup charges directly to their domain registrar. The Client agrees to select a web hosting service which allows Over the Hill Web Consulting full access to the web site & cgi-bin directory via FTP. These terms do not cover monthly Internet access fees. Client will pay the monthly fees and setup charges directly to their internet service provider.
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Third Party Consultants & Sub-Contractors: Over the Hill Web Consulting reserves the right to contract third party consultants & sub-contractors in order to meet the requirements or deadlines for the job as necessary.
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Copyrights & Trademarks: Client represents to Over the Hill Web Consulting & unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, all domain names, or other artwork furnished to Over the Hill Web Consulting for inclusion in the web site are either owned by Client, or that Client has permission from the rightful owner to use each of these elements. Client agrees that it will hold harmless, protect, & defend Over the Hill Web Consulting from any claim or suit arising from the use of such elements furnished by Client.
It is the sole responsibility of the Client to obtain all necessary permissions and authorizations with regard to the use of all copy, graphic images, company logos, trademarks and or any other supplied material. Every contracted work will be seen as a guarantee that all such permissions have been obtained.
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Indemification: Client will use Over the Hill Web Consulting's services in a manner consistent with any and all applicable laws of the State of California and the U.S. Federal Government. Client agrees that all domain names and any material submitted will not contain anything libelous or harmful. All services may be used for lawful purposes only. Transmission, storage, or presentation of any information, data or material in violation of any United States Federal, State or local law is prohibited. This includes, but is not limited to: copyrighted material, material Over the Hill Web Consulting judges to be threatening or obscene, or material protected by trade secret and other statute. Client agrees that it will hold harmless, protect, & defend Over the Hill Web Consulting from any claim or suit arising from the use of such elements furnished by Client.
Over the Hill Web Consulting reserves the right to refuse to publish any material submitted for publication by Client which Over the Hill Web Consulting considers to be an abusive or unethical use of the Over the Hill Web Consulting's and/or Client's webhost. Abusive and unethical materials and uses include, but are not limited to pornography, obscenity, nudity, violations of privacy, computer viruses, hacking, and any harassing and harmful materials or uses. Client hereby agrees to indemnify and hold harmless Over the Hill Web Consulting from any claim resulting from Client's publication of materials or Client's use of those materials.
Any potentially illegal activity may cause Client's website hosting account to be deactivated without warning by the Client's webhost. Client hereby agrees to indemnify and hold harmless the Over the Hill Web Consulting for any claim resulting from the submission of illegal materials. Many hosting companies prohibit sites that promote any illegal activity or content that may be damaging to their servers or any other server on the internet. Links to such materials are also prohibited. The subscriber agrees to indemnify and hold Over the Hill Web Consulting harmless from any claims resulting from the use of the Client's hosting service which damages any other party.
Under no circumstances will Over the Hill Web Consulting be liable for any direct, indirect, incidental, consequential or punitive damages resulting from Client's use of Over the Hill Web Consulting's services, except for claims which may arise from Over the Hill Web Consulting's infringement of a third party's intellectual property rights in connection with design components created or secured by Over the Hill Web Consulting.
Due to the public nature of the Internet, all information should be considered publicly accessible, and important or private information should be treated carefully. Over the Hill Web Consulting is not liable for protection or privacy of electronic mail or other information transferred through the Internet or any other network Over the Hill Web Consulting or its customers may utilize.
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Copyright to web pages: When final payment is received & web pages are published to Client's web host account, the Copyright to the pages will be as follows: Logos, banners, buttons & other graphics created by Over the Hill Web Consulting, for Client, are owned & copyrighted by Client. Over the Hill Web Consulting is not required to keep or provide Client with native source files used in the creation of these graphics. Text, graphics, photos, designs, trademarks, or other artwork provided by Client are owned & copyrighted by Client or respective owners who have granted use rights to Client. HTML code & server side & browser side scripting is owned by Client. Non-payment or violation of these terms of use will void this license.
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Design Credit: Client agrees that the Over the Hill Web Consulting may put a byline on the bottom of their site for establishing design & development credit. Client also agrees that the web site created may be included in Over the Hill Web Consulting's portfolio. This link from Client's completed website to Over the Hill Web Consulting's website is not to be removed unless both parties have agreed to and consented to its removal in writing.
