The following outlines the Terms and Conditions of all website related works performed for and on behalf of a client by Hotpink Websites. The provision of the website software license is covered by a separate agreement.
Terms and Conditions of Agreement
1.
Authorisation
The client is engaging Hotpink Websites, (www.HotpinkWebsites.com), as an independent contractor for the specific
purpose of developing and/or improving a world wide web site. Hereafter, the client will be known as the "Client" and Hotpink Websites will be known as "Hotpink Websites".
Specifics of this agreement, such as services to be provided and the costs thereof, will be provided to the client in a written form, or noted from meeting notes or on invoices issued, which will be known as the "Proposal".
2. Standard Hosting
Service
The Client will establish a separate contract with Hotpink Websites for Website Software
and Hosting or provide the details of an existing or recently established
Website Software and Hosting Details. The Client hereby authorizes Hotpink Websites to access this account, and authorizes the Website Software Provider to
provide Hotpink Websites with "access permission" for the Client's website
software admin area, and any other programs that need to be accessed for this
project. It is agreed that the Client will utilize a Website Software Hosting
service suggested by Hotpink Websites to host this account. Hotpink Websites will use its own Website Software and Hosting service which is set up according to a separate agreement.
3. Domain
Registration
Hotpink Websites will secure a domain name/s 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 and unless covered under any
Website Software Hosting service agreement that is separate to this Agreement.
If the Client already has a domain name, Hotpink Websites will coordinate changing
the Name Servers and ultimately redirecting the address to the new website.
This can be done immediately or at a later date once the website has been built
to ready to use. The Client will provide relevant details and authorise Hotpink Websites to manage the domain names.
4. Training
Hotpink Websites offers online, onsite and email training for the Client
and up to one of the Client's representatives. Sometimes however, training for
groups on-site at the Clients place of business is desired. In all cases, costs
and details of such additional training are additional to this Agreement,
(which shall constitute the entire agreement as to specifics of training). Additional training must be specified in the Proposal, or otherwise by negotiation.
5. Base Package /
Graphic Creation / E-mail
This agreement contemplates standard web pages with layout of content (supplied
or created on behalf of the Client), and graphic creation. This contract also includes e-mail set-up
as available from the Website Host or according to the Hosting Plan provided by
Hotpink Websites. Current e-mail clients supported by Hotpink Websites
Hosting include Microsoft Outlook Express and Microsoft Outlook and Apple Mail. The amount of
pages, configuration of settings in website software and applications of the
Website will be detailed in the Proposal.
6. Text and Other Content
The final text and images must be supplied by Client unless otherwise specified. An
average of 300 words per page is standard for content-driven pages. Text not
supplied in electronic format is subject to additional charges, as noted in the Proposal or upon request. Web pages of more than 1,200 words of text may be subject to
additional fees for increased formatting time.
Where content is not supplied to Hotpink Websites within 90 days of the start date, we reserve the right to requote for the work required or to charge an additional management fee to cover the extra expenses and overheads involved.
7. JavaScript
Rollovers and Other Effects
This contract contemplates using JavaScript rollovers for links, as well as
other audio and visual effects. All such effects must be specified in the Proposal. Clients are encouraged, however, to not rely too heavily on
technology for visual presentation. Use of too much technology on your page may
give it a 'busy' look to your viewers. In this regard, Clients are encouraged
to rely on layout, graphic quality, a well thought out navigation panel, and a
professional image to achieve the effect the Client desires. Please allow the Hotpink Websites team guide you through the design process.
8. Browser
Compatibility
Our agreement contemplates the creation of a web site viewable by non-branded
Microsoft Internet Explorer 5.0 or higher and Firefox 2.0 or higher. Some
advanced techniques on the Internet may require a more recent browser version
and or plug-in. Compatibility is defined herein as all critical elements of
each page being viewable and functional in the browser.
9. Graphic Creation
/ Banner Advertisements
In many cases, Hotpink Websites will create or capture or receive from the
Client graphic elements necessary to complete the Client's site. This includes the company logo, ancillary images, animated graphics and banner
advertisements. This also includes photography or scanning services as listed
below. Such features must be described in the Proposal.
10. Scanning
This agreement contemplates scanning up to the maximum amount of images for the
Client specified in the Proposal. If more than the maximum images need to be scanned,
additional charges may apply.
11. Payment Terms /
Work Flow
Full payment of the price listed in the Proposal is required to commence work. Once the payment is received by Hotpink Websites, basic site design concepts will be
put online for the Client's viewing and approval. Alternatively, Hotpink Websites may show the design to Client in person. Communication between Hotpink Websites and the Client is crucial during this phase to ensure that the ultimate
publication will match the Client's taste and needs. Upon completion of this
stage, the Client will be asked to confirm acceptance for the basic site design
concept either via e-mail or by signing off on a printout of the design. Once this
is received from the Client, the work necessary to complete the project will
begin.
Clients should continue, however, to continually view updates to the site and
express their preferences or dislikes of the site design to Hotpink Websites. Upon completion of
the site, an e-mail or letter will be sent to the Client advising the Client
that the work has been completed.
If any payments are late or not met, an additional late
charge of 10% of the total is due each 7 days beyond the additional 10 days. Hotpink Websites reserves the right to remove all web content from the Internet
if payment of any outstanding amounts is not made within ten days after delivery of our completion
notification. Most frequently, problems making payment timely are the result of
poor communication channels in a company's Accounting Department. If a payment
delay is anticipated, please contact Hotpink Websites to discuss in advance. We
may be able to accommodate an alternate arrangement. Collection Fees and Administration Fees may be added to outstanding invoices before being sent for collection, or where invoices are paid late, new invoices may be issued with these fees.
12.
Client Amends
Hotpink Websites prides itself in providing excellent customer service. That is
the spirit of our agreement and the spirit of our business. To that end, we
encourage input from the Client during the design process.
We know that Clients may request significant design changes to pages we 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 what the Proposal states. 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.
Replace more than 75% of the text on any given page as per the Client's
request.
Creating a new navigation structure or changing the link graphics at the
Client's request.
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 with Hotpink Websites of such a
nature. If significant page modification is requested by the Client after the
maximum stated in the Appendices has been reached, additional charges will apply and/or a new
quote will be required. Moderate changes, however, will always be covered
during our development of the site. Again, we strive to accommodate the needs
of our customers and we maintain a liberal redesign policy. We cannot however,
provide major redevelopment services in excess of that stated in the Proposal to the Client without charge.
13. Maintenance Agreements
Maintenance Agreements are negotiated on a client-by-client basis as each
client will have differing needs. This is another way Hotpink Websites helps the
Client control cost. If you have chosen a Maintenance Agreement the terms of
such will be listed in the Proposal. Hotpink Websites offers two
kinds of maintenance agreements.
The customer pays a fixed prepaid
annual or monthly amount for changes such as changing prices to an item, adding additional
inventory or making moderate graphic changes.
The
customer pays on an 'as-needed' basis.
Clients with content which changes
frequently, yet who are not proficient at website maintenance and web page
authoring are encouraged to have a maintenance agreement.
14. Third Party or
Client Page Modification
Some Clients will desire to independently edit or update their web pages after
completion of the site as a way to control costs and avoid the expense of a
Maintenance Agreement. This is always an option for clients. If the Client
desires this capability, it will be specifically listed in the Proposal.
Note however, that if this option is selected and the Client or an agent of the
Client other than Hotpink Websites attempts to update the site on their own and
damages the design or impairs the ability for the Web pages to display or
function properly, time to repair the Web pages will be assessed at a charge to
the client. In this regard, Clients are encouraged to obtain a Maintenance
Agreement.
15. Assignment of
Project
Hotpink Websites reserves the right to assign certain subcontractors to this
project to ensure the right fit for the job as well as on-time completion. Hotpink Websites warrants all work completed by subcontractors for this project. When
subcontracting is required, Hotpink Websites will only use industry recognized
professionals.
16. Additional
Expenses
Client agrees to reimburse Hotpink Websites for any critical Client-requested
expenses necessary for the completion of our 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.
Anything that is not covered under the Proposal
At the time of creating the Proposal, all
care will be taken to ensure all things involved in the Proposal are made clear
and that additional expenses (if any) will be made aware to the Client and be
included where applicable in the Proposal for notation to seek a quote if the
additional expense is required at a later date.
17. Copyrights and
Trademarks
The Client represents to Hotpink Websites and unconditionally guarantees that
any elements of text, graphics, photos, designs, trademarks, or other artwork
furnished to Hotpink Websites 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 Hotpink Websites
and its subcontractors from any claim or suit arising from the use of such
elements furnished by the Client.
18. Limited
Liability
Client agrees that any material submitted for publication will not contain
anything leading to an abusive or unethical use of the Website Software Hosting
Service Provider, the Host Server or Hotpink Websites. 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.
It is also understood that Hotpink Websites will not publish information over
the Internet which may be used by another party to harm another. The most
specific example of this would be information instructing the user on how to
build a bomb.
Client hereby agrees to indemnify, save, hold harmless and defend Hotpink Websites from any claim resulting from Client's publication of material or use of
those materials.
19. Indemnification
Client agrees that it shall defend, indemnify, save and hold Hotpink Websites
harmless from any and all demands, liabilities, losses, costs and claims,
including reasonable attorney's fees associated with Hotpink Websites'
development of this site.
This includes Liabilities asserted against Hotpink Websites, its subcontractors,
its 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 Client, its agents, employee or assigns.
Client also agrees to defend, save, indemnify and hold harmless Hotpink Websites
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.
20. Laws Affecting
Electronic Commerce
The Client agrees that they are responsible for complying with such laws,
taxes, and tariffs, and will hold harmless, protect, and defend Hotpink Websites
and its subcontractors from any claim, suit, penalty, tax, or fee arising from
the client's use of Internet electronic commerce. Client also understands that Hotpink Websites cannot provide legal advice.
21. Ownership to
Web Pages and Graphics
Copyright to the finished unique assembly of web pages produced by Hotpink Websites and graphics shall be vested with the Client only upon final payment of all outstanding amounts.
This ownership is to only include design, photos, graphics, work-up files and text,
all of which may have been specifically designed for the Client for completion
of this project. However, copyrights to third
party artwork licensed by Hotpink Websites, or third party licensed software,
remain with the copyright holders.
Ownership of the domain names registered on behalf of the client shall be vested with the Client only upon full payment of all outstanding amounts.
22. Design Credit
Client agrees that Hotpink Websites may put a byline text or image link on the
bottom of their home page or similar, establishing design credit in the name of
Hotpink Websites or Hotpink Websites business entity. Client also agrees that the
web site created for the Client may be included in Hotpink Websites portfolio.
23. Nondisclosure Hotpink Websites, its employees and subcontractors agree that, except as
directed by the Client, it will not at any time during or after the term of
this Agreement disclose any Confidential Information identified as such, to any
person whatsoever.
Likewise, the Client agrees that it will not convey any confidential
information obtained about Hotpink Websites to another party.
24. Completion Date
Hotpink Websites and the Client must work together to complete the web site in a
timely manner for both parties to remain profitable. We agree to work
expeditiously to complete this project no later than the time specified in the Proposal.
The Client must provide Hotpink Websites with such information and assistance necessary to nable Hotpink Websites to provide the Products. The Client must cooperate with Hotpink Websites and act reasonably in connection with this agreement and provision of the Products. Hotpink Websites will not be responsible for any delay in providing the products within the eestimated time frame where, at the discretion of Hotpink Websites, the Client has not reasonably complied with its responsibilities in regard to the Proposal.
25. Cancellation In the event that work is postponed or cancelled at the request of the
Client by certified letter, Hotpink Websites shall have the right to retain the 50% of the total Proposal cost if cancellation is received within 30 days. Beyond 30 days no refund wil lbe given.
26. Arbitration Venue and jurisdiction for any action pertaining to this Agreement of any
disagreement or claim between the parties hereto shall be in the State of
Queensland, Australia. Client understands and agrees that except as set forth
in the Appendices, all claims and disputes relating to this Agreement, the
rights and obligations of the parties or any other claims or causes of actions
relating to the performance of either party under this Agreement and/or
Client's purchase of services/products shall be settled totally and finally by
arbitration in the City of Brisbane, State of Queensland, in accordance with the
Federal Arbitration Act.
27. License
of Use
All project end works are licensed to the Client for an unrestricted time
period and are for the sole use of that business entity alone. The source files
are only allowed to be installed or utilised only in that Business. No other
Business entity independent of the original Business is allowed use of the source
files. There are no provisions to
transfer the end works to another Business entity and remains the property of
the Client’s Business upon sale or transfer of the Business. Any selling, copying or distribution of
the end works outside of the Business entity that Paid for the Project will be
considered copyright violation.
28. Entire
Understanding.
It is understood by both parties to this Agreement that this document
represents the spirit of their understanding where the Proposal is silent,
and that the Proposal represents the letter of specifications where this
Agreement is silent.
29. Entire
Understanding.
It is understood by both parties to this Agreement that this document
represents the spirit of their understanding where the Proposal is silent,
and that the Proposal represents the letter of specifications where this
Agreement is silent.
This Agreement and the Proposal constitutes the sole agreement
between Hotpink Websites and the Client regarding its web design service. It
becomes effective when signed by both parties, or upon acceptance by email or skype, or upon payment of an invoice relating to the Proposal. It is the spirit of this Agreement that this will be a mutually beneficial arrangement for the Client
and Hotpink Websites. Specific arrangements of our Agreement will be provided in the Proposal.
This agreement shall be governed and construed in accordance with the laws of
the State of Queensland.
The Hotpink Foundation is a not-for-profit Foundation, and as such, the following notices apply.
Please request a copy of the Statement by Supplier and Statement by Purchaser document that you should keep on file.
The following are copyright and trademarks of Hotpink Websites
The words Hotpink, Hotpink Websites, Website Rescue, Website Autopsy, SEO Made Simple
Graphics - the Hotpink Websites logo, the Hotpink Flame Icon, the Hotpink colour
We proudly support Social Enterprise, (charitable giving), and B1G1
