For the client to read to understand the process | http://articles.sitepoint.com/article/bulletproof-web-design-contract
Halaqah Studio/Films is built on ethical company, and are driven by certain principles. We do not do work which involves promotion of non-medical drugs (including alcohol), harmful to any community or environment, anti-religious, hate speech, degrades women or any ethnic group, harmful technology (weapons, etc), or is Zionist, or racist in nature)
Halaqah Films does bespoke work in line with the Halaqah standard. Halaqah is not a work-for-hire developer. But a branded developer which uses Halaqah's artistic judgement and sensibility to interpret the clients wishes and express them in line with our design philosophy. Our first priority is to quality functional sites, our second consideration is to our design aesthetic and finally the clients wishes. If the clients needs compromises the afore mention conditions we do not carry out their wishes. Our expertise must be trusted to create what we see as good work (artistically and functionally) for a given budget.
Milestones | Within the framework of project management, a milestone is the end of a stage that marks the completion of a work package or phase. In addition to signaling the completion of a key deliverable, a milestone may also signify an important decision or the derivation of a critical piece of information, which outlines or affects the future of a project. In this sense, a milestone not only signifies distance traveled (key stages in a project) but also indicates direction of travel since key decisions made at milestones may alter the route through the project plan.
Work Flow | JUST IN TIME | Is a management system where goods and components are delivered at the right stage in the development process. All items necessary for designing the page must be ready when their are needed. Extra charges will apply if work has to be repeated due to missing information and items. Work flow is critical to our process and their is a time limit or limitation on how long we wait for feedback and comments on a specific change. This is to ensure we reach our objective of a workable site. If the site is halted due to undelivered items charges will be incurred. Each site is different but sites are designed live (where applicable) and the client is responsible for watching the changes and informing us in good time of any errors for in a given milestone.
Halaqah structure the process into stages and move on to the stage once it is completed based upon our judgement. Every service we provide is time based, some time based projects. We balance the design needs and use our judgment to make sure the clients project gets done in time without expiring the time assigned to do the project.
1. Authorization. The Client is engaging Halaqah Media, known as Developer, as an independent contractor for the specific purpose of developing and/or improving a web site. The Client hereby authorizes Developer to access the above FTP account, and authorizes the web hosting service to provide Developer 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 this project. The Client also authorizes Developer to publicize their completed web site to Web search engines, as well as other Web directories and indexes (where applicable).
2. Standard Web Site Package:
Domain Registration (where applicable): The Developer 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 Developer.
If the Client already has a domain name, the Developer will coordinate redirecting the address to the new host. Should the Client desire a specific domain name, which is already owned by another party, negotiations for said domain name must be undertaken by the Client.
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. Each page must be detailed in the word document and placed in a folder with all associated images (at good resolution), and other content to be placed on the page.
Links. This agreement contemplates up to an average of 8 external or relative links per page and an e-mail response link on each web page to any e-mail address specified by Client.
This agreement also contemplates making any link the Client desires “pop up” in a new window if requested at the specific dimensions and configuration specified by the Author.
Photos. Photos and other misc. graphic images must be supplied by Client. We will use our discretion as to how many and what images can be added to any given page. Poor quality graphics will not be used. Actually graphic work is at our discretion and further graphic design work is a separate service covered under our design schedule.
Design. This agreement contemplates designed up to 10 custom images for the Client. It is contemplated that this will accommodate the needs of most Clients.. Please note: If you anticipate needing extensive graphic service, or need large format images scanned, please contact Developer for pricing and / or discounts on volume design.
Installation. Finished site will be uploaded to Client’s hosting company. And a 72 hour testing period for reporting technical faults with the site (broken links, faulty coding, etc)
Site Optimization. The site will be coded in a way to optimize search engine and browser compatablity. We reserve the right to use standard web formating (dates, Times, phone numbers) to standardize the site.
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 both Netscape and Microsoft Internet Explorer. Compatibility is defined herein as all critical elements of each page being viewable in both 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 Internet Explorer and Netscape 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” Developer” at the Client’s request, the charge for the script, if any, will be billed back to the Client.
Image Map. for internal navigation (Not included in the package price for sites smaller than 10 pages.)
3. Standard Web site Packages only. The content of the web pages will be supplied by the Client and executed as specified by the Client in the "Web Site Planning Worksheet" . This web site includes up to 6 web pages. In case the Client desires additional standard web pages beyond the original number of pages specified above, the Client agrees to pay Developer an additional cost for each additional web page. Graphics or photos beyond the allowed average of 1.3 per web page shall be billed at an additional cost. Where custom graphic work (beyond the scope of the "Custom Graphics Package" detailed above) is requested, it will be billed at the hourly rate specified below. The store size and additional services, and prices of each are detailed on the attached estimate.
4. 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 Page Planning Worksheet" and / or the Store Planning Worksheet. 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 Appendix A and governs the prices for this contract. Notwithstanding any prices listed in literature or on web pages, the Client and Developer agree that the services described above in this section shall be completed for the amount indicated in Appendix A and / or Appendix B and upon this amount the first payment shall be determined. The final payment shall reflect and include all elements actually completed at the prices attached.
We include e-mail/phone consultation of up to 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 is at our 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 below.
5. Available Services (extra) please request as this always changes:
This agreement includes all the aforementioned services plus:
Graphic Creation / Banner Advertisements. This custom package contemplates that the “Developer” 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 Appendix A. 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 Appendix A. Although Flash work is charged by the hour, the Developer warrants to protect the client by specifying a maximum charge in advance which will be listed in Appendix A. The Developer warrants to work earnestly to come in under the maximum charge.
DHTML This custom package contemplates using DHTML technology. The rate to program each DHTML page will be specified in Appendix A. The Author 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 in Appendix A.
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 Appendix A.
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 Developer 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 Appendix A.
Training. The Developer 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.
6. Additional Expenses. Client agrees to reimburse the Developer for any critical Client requested expenses necessary for the completion of the project. Examples would be:
- 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.
7. Client Amends / Changes. Developer prides itself in providing excellent customer service. That is the spirit of our agreement and the spirit of the Developer's business. To that end, we encourage input from the Client during the design process by using milestones (stages of development). Each milestone expires 24 hours after it has been made clear to the client, or the client approves the changes.
The Developer understands, however, that Clients may request significant design changes to pages that have already built 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 [Appendix A]. If significant or repeated collection of minor (non-critical) page modification is requested after a milestone has been built, or a deadline expires, 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 Author'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.
- Requesting more than 3 changes to design choices made by our designers. Our judgment must be trusted and we must be free to do the job we do. Without more than 3 request per page, unless those changes are errors (design errors, or technical errors).
- And changes to text format or spelling not of our doing will be billed seperatly as "updates" or included in the billable site updates.
Clients who anticipate frequently changing the look of their site during the design process and Clients who desire to be intricately involved 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.
8. Third Party or Client Page Modification. Some Clients will desire to independently edit or update their web pages after completion of the site.
Note however, Developer 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 of $_____. [1 hour minimum charge].
9. Web Hosting. The Client agrees to select a web hosting service that allows OneWay Advertising 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.
10. Search Engine Registration. The Developer 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 and directories. The Developer 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 Appendix B.
The Developer encourages all commercial Clients to obtain advanced Search Engine Optimization and Site Promotion services.
11. Work Schedule and Completion Date. Developer to submit a First Mockup Draft of web site no later than agreed periodt, along with full payment. Client to provide Developer with all the data needed to complete web site, including text, company logo, and photos in the aforemention folder format. 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 Developer. Once this acceptance is received from the Client, the work necessary to complete the project will continue.
12. Maintenance Grace Period (extra service). 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 a sentence or paragraph. It does not including removing nearly all the text from a page and replacing it with new text. If the Client or an agent other than Developer 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 this contract.
Changes requested by the Client beyond those limits will be billed at the hourly rate [Appendix A]. 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.
13. Extended Maintenance Contracts. Terms for Maintenance Contracts will be listed in Appendix B, using one of two methods.
The Monthly “Flat Rate” Maintenance Contract, payable each month, allowing up to 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 2 hour limit, are chargeable at the rate disclosed in Appendix B.
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 - 1 hour minimum charge. Details are listed in Appendix B.
14. Copyrights and Trademarks
The Client represents to Developer and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Developer 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 Developer and its subcontractors from any claim or suit arising from the use of such elements furnished by the Client.
15. Assignment of Project. The Developer reserves the right to assign certain subcontractors to this project to insure the right fit for the job as well as on-time completion. The Developer warrants all work completed by subcontractors for this project. When subcontracting is required, the Developer will only use industry recognized professionals.
16. Age. Authorized representative of the Client certifies that he or she is at least 18 years of age and legally capable of entering a contract in the State of Montana on behalf of the Client.
17. 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 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..
Client hereby agrees to indemnify and hold harmless the Developer from any claim resulting from the Client's publication of material or use of those materials.
It is also understood that the Developer will not publish information over the Internet which 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.
Developer 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. Developer is not be held responsible for occasional downtime of email or web site due to line interruptions and/or other instances beyond Developers control.
18. 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, 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 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.
19. Rights Upon Termination of Agreement. Developer shall transfer, assign and make available to Client all property and materials in Developer's possession or subject to Developer's control that are the property of Client, subject to payment in full of amounts due pursuant to this Agreement
Developer 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, 50% of down payment will be refunded. Work completed shall be billed at the hourly rate stated in Appendix A, and deducted from 50% of the 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.
20. Default. 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.
21. Notices. 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.
22. Laws Affecting Electronic Commerce. 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 Developer and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Client’s exercise of Internet electronic commerce.
23. Ownership to Web Pages and Graphics. Copyright to the finished assembled work of web pages and graphics produced by the Developer 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. All PSD and creation files remain the property of Halaqah Media.
Rights to photos, graphics, 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 all designs as examples of their work in their respective portfolios.
24. Litigation. Any disputes arising form this contract will be litigated or arbitrated in Flathead County, Montana. This agreement shall be governed and construed in accordance with the laws of the State of Montana, USA.
Undersigned hereby agree to the terms, conditions and stipulations of this agreement on behalf of his or her organization or business. This Agreement constitutes the entire understanding of both parties. Any changes or modification thereto must be in writing and signed by both parties.
25. Payment of Fees. A minimum deposit of one hundred percent (100%) is required to commence work. Unless otherwise stated. All invoices, or quotes are valid for 28 days. Any discount offered will not be reapplied if not accepted within this time period.
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.
Developer 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 the Developer immediately for an alternative arrangement.
26. Sole Agreement. The agreement contained in this "Web Site Design Contract" constitutes the sole agreement between Developer and the Client regarding this web site. Any additional work not specified in this contract, Appendix A or Appendix B must be authorized by a written change order. All prices specified will be honored for 30 days after both parties sign this contract. Continued services after that time will require a new agreement.
This agreement constitutes the entire understanding of the Developer and Client. 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