Web Development Terms and Condition

CONTENT MANAGEMENT ALLOCATION

The package included in this contract contains a certain maximum number of main categories, sub-categories and articles. The Project Cost would not be reduced should the final website contain less than the maximum number of pages indicated in this contract.  

WEBSITE MATERIALS

The CLIENT shall supply all text contents and pictures in softcopy to the DEVELOPER. If the CLIENT doesn’t have enough pictures, the DEVELOPER will use available freeware pictures with approval of the CLIENT.  

PICTURE EDITING

In case of picture materials wherein DEVELOPER will have to do some major retouching or photo editing, reasonable additional charges of P 1,200.00 per hour shall be applied upon prior approval of the CLIENT. Major retouching of pictures is defined as changing of picture color, removing background, improving resolution, and changing colored picture into black and white picture.  

E-COMMERCE REQUIREMENTS

A. This agreement contemplates the possibility of an e-commerce enabled site. Such projects may require   one or more of the following:

  1. Secure Socket Layer (SSL) Certificate– encouraged for online transactions;
  2. Merchant Account – required to accept credit card payments;
  3. Dedicated server service – option for high volume / high sales websites;
  4. DEVELOPER can assist CLIENT in obtaining these services.

B. Any charges related to these services are payable to the selected service provider and will be invoiced directly to the CLIENT by the selected service provider.

C. CLIENT agrees that it is responsible for complying with the laws, taxes, and tariffs related to e-commerce, and will hold harmless, protect, and defend DEVELOPER and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Client's use of Internet electronic commerce.

D. CLIENT also understands that DEVELOPER cannot provide legal advice.

ELECTRONIC COMMERCE

CLIENT is solely responsible for the operation and maintenance of your online store and products and all contents and materials appearing online or on your products, including without limitation:

  1. The accuracy and appropriateness of content and materials appearing within the store or related to your products.
  2. Ensuring that the content and materials appearing within the store or related to your products do not violate or infringe upon the rights of any third party.
  3. Ensuring that the content and materials appearing within the store or related to your products are not libelous or otherwise illegal. CLIENT will be solely responsible for the final calculation and application of shipping and sales tax. CLIENT will be solely responsible for accepting, processing, and filling any customer orders, and for handling any customer inquiries or complaints arising thereof.

CLIENT is also responsible for the security of any customer credit card numbers and related customer information you may access as a result of conducting electronic commerce transactions through your Web Site. CLIENT will keep all such information confidential and will use the same degree of care and security as you use with your confidential information.

WEBSITE PROJECT COMMENCEMENT

The project shall commence once the project requirements and all materials have been made available to DEVELOPER by CLIENT, this AGREEMENT has been signed and required deposit payment has been made by CLIENT. The Development Phase of the project shall only commence once the Database Design has been approved by CLIENT for the development.

Prior to commencement of the Project, CLIENT shall provide DEVELOPER with the following materials in digital format: 

  • Company Logo
  • Pictures with no copyright issue
  • Write ups (in .docx format)

PROJECT TASK SHEET

The DEVELOPER shall provide the CLIENT a summary of tasks for approval. These tasks are outlined in the Project Task Sheet. Once each task is approved, the DEVELOPER shall require a signature from the AUTHORIZED SIGNATORY for each task.  Any modifications or additional work after each task has been approved shall be charged with P 1,200.00 per hour.

PROJECT TASK APPROVAL CLIENT DELAYS

Client shall act on each sign-off/task approval request within two (2) Working Days from receipt thereof.  Any delay in Client’s action without fault on the part of Developer shall extend the final submission of the Web site Project by the same number of days the Client’s action has been delayed. Working Days shall mean Monday to Friday, except Saturday, Sunday, non-working day, holidays and such days in which businesses are allowed or authorized to close in Metro Manila.

WEBSITE DESIGN

CLIENT shall provide all necessary assistance to the DEVELOPER in coming up with a website design that shall satisfy the CLIENT. This assistance shall be in the form of any or some the following:

  • Choosing a design among the DEVELOPER’S existing design templates.
  • Choosing an existing website that the client likes and would like to pattern after.
  • Giving enough specific comments and information to aid the DEVELOPER including, but not limited to, preferred background color, look, feel, graphics, and layout.

Should the CLIENT wish to provide the DEVELOPER a design that the CLIENT themselves has made, the DEVELOPER shall use this design without affecting the project cost of the website.

 Design concept(s) will be emailed or published online for CLIENT's viewing and approval. Upon completion of this stage, CLIENT will be asked to confirm acceptance for the website design via e-mail or by signing a printed copy of the Design Approval/Sign off Form. Once this acceptance is received from CLIENT, the work necessary to complete the project will begin.

 Once the CLIENT has approved the design and the DEVELOPER has proceeded with the encoding of the website. The CLIENT can no longer request to change the design of the website without the DEVELOPER charging for additional cost in the amount of P 1,200.00 per hour for revising the design. 

WCMS APPLICATION FLOWCHART

In cases where the website has web content management system (WCMS) applications (ex. product catalogue, member’s database, news manager etc.), the DEVELOPER shall provide WCMS application flow chart for the CLIENT to approve. These WCMS flowcharts shall indicate the various control of the program within the system. Once the CLIENT approves these WCMS flowcharts, only then will the DEVELOPER proceed with the actual programming and development of these programs.

The CLIENT understands that once the programming is completed, any changes in the fields, functions, options of the WCMS programs and control panels will have additional charges in the amount of P 1,200.00 per hour of modification. 

WEBSITE DESIGN AND WCMS FLOWCHART APPROVAL DELAYS

A maximum of two (2) design study for the website subject for revision shall be presented to Client for approval. However if the first design is already approved there is no need to request for a second design study. Corresponding fees will be charged accordingly for each additional study required by Client. (.jpg format)  

Unless the CLIENT approves the website or WCMS Flow chart, The DEVELOPER cannot proceed with encoding the rest of the website or programming of the WCMS Applications.

Client shall not allow the services or assistance of a Third Party designer to work with the project without the permission and knowledge of Developer.

WEBSITE CONTENT POPULATION

Unless otherwise stated in the contract, all quotations for WCMS applications (like Standard package, product catalogue, member’s database, shopping cart, photo gallery etc.) do not include encoding fees for data entry. If the CLIENT wishes to have the DEVELOPER do the encoding of the website content, the DEVELOPER can do so for a reasonable encoding fee. 

WCMS CONTROL PANEL

All WCMS application will have a control panel. CLIENT shall be supplied with one (1) username/ password by the DEVELOPER. Once the CLIENT receives the default username/ password, it is the CLIENT’S responsibility to change it regularly and to store these in a safe place. The DEVELOPER shall not be held responsible if the CLIENT’S website is compromised by hackers because the CLIENT failed to change the default username/password, regularly modify their username/passwords, or fail to keep their username/password secret. 

WEBSITE MANUAL

The DEVELOPER shall supply the client a manual to serve as instruction on how to manage the WCMS application in their website. The CLIENT is responsible for studying this manual thoroughly and to pass it on to future new administrators of their website.   

WCMS PROGRAM TUTORIAL

The DEVELOPER shall provide a one-time free walk-through (in the CLIENT’S premises) of how their WCMS application will work. Any future walk-through of the WCMS would have to be done in the DEVELOPER’S premises (to be scheduled) or via phone or the Internet. Otherwise, P 1,200.00 per hour shall be charged to the CLIENT.

TRAINING LIMITATIONS

Developer will train up to two (2) Persons, for one (1) day for the use and administration of the content manager application. The training module shall be conducted by phone (local calls only) or at the Client, Manila (Philippines) office.

The client shall be charged with a standard fee of P 1,200.00 per hour plus the transportation and/or any other communications cost (if applicable) in the following cases:

  1. Trainings conducted outside  Metro Manila (Philippines) 
  2. Additional training requests by the client 
  3. Training requires long distance calls or the use of special communication tools 

NOTICE OF DELAYS  

DEVELOPER agrees to notify CLIENT promptly of any factor, occurrence, or event coming to its attention that may affect the DEVELOPER'S ability to meet the requirements of this Agreement, or that is likely to occasion any material delay in delivery of Deliverables including, without limitation, any loss or reassignment of key employees, threat of strike, or major equipment failure.

Except where DEVELOPER committed fraud, negligence or gross incompetence, DEVELOPER shall not be held responsible for the following:

  • Delays caused by lack of Project Materials from the Client
  • Delays caused by the Client’s inability to approve project tasks (ex. Web Design approval, database design approval etc.) in accordance with Section
  • Delays caused by the DEVELOPER having to revise the website design several times to satisfy the CLIENT.

INACTIVE PROJECTS

If the project has not been moving forward or has been inactive and cannot be completed for a period of 2 months already due to the CLIENT’S inability to approve the project tasks, or due to the CLIENT’S inability to supply the necessary materials or feedback, the DEVELOPER has the right to terminate the project, in which case the CLIENT shall forego their down payment and the DEVELOPER has the right to demand payment of the project balance.

BROWSER COMPATIBILITY

Compatibility -Designing a web site to fully work in multiple browsers (and browser versions) can require considerable, extra effort. It could also involve creating multiple versions of code/pages. Developer represents and warrants that the web site it will design will work in: 

  • Microsoft® Internet Explorer version 11
  • Mozilla5.0/ Firefox version 31.0
  • Google Chrome version 37.0.2062.120 m

While Developer will make reasonable efforts to design a fully-functional web site, Developer warranty does not cover Safari, Opera and text-based browsers or requested special effects previously advised in writing to CLIENT.

CLIENT is also aware that as new browser versions are developed, they may not be backward compatible. Time spent to redesign a site for compatibility due to the introduction of new browser versions will be separately negotiated and be in addition to the base price of this agreement set out in the Website Proposal.

THIRD PARTY SOFTWARE

The CLIENT will, at its sole option, obtain the necessary license or pay the DEVELOPER the cost of any third party software (including any licensing that the DEVELOPER is required to pay to obtain a sub-license in favor of CLIENT for any third party software) Prior to the commencement of the Project, the DEVELOPER shall inform the CLIENT if there shall be a need to obtain third party software for the development of the web site and the DEVELOPER shall secure CLIENT’s consent before the DEVELOPER proceeds in obtaining these licenses.

SIGN-OFF SHEET

A Sign-off sheet is an indication that the Project has already been completed and approved by the Client. CLIENT will sign the Sign-off Sheet (in the form acceptable to the Parties) after the approved web site is ready for uploading to the CLIENT’S domain name. 

WEB HOSTING SETUP

The DEVELOPER shall upload the website to the CLIENT’S web hosting once the website is approved and the 50% full payment has been paid by the CLIENT.

 If the website shall be hosted on the DEVELOPER’S shared-hosting services, this setup will be done by the DEVELOPER for free. If the website shall be hosted on the DEVELOPER’S dedicated server-hosting services, this setup will be done by the DEVELOPER for free, except for any installation of software required on the dedicated server of which a reasonable service fee of software cost (if applicable) and P 1,200.00 per hour of set-up will be charged.

If the website shall not be hosted on the DEVELOPER’S hosting service, the DEVELOPER will setup the CLIENT’S website for free as long as it’s under shared hosting services or the server can be access remotely. If the website shall be hosted on the CLIENTS server premises, this setup will be done by the DEVELOPER with service fee of P 1,200.00 per hour (minimum of three (3) hours) plus transportation charge.

BACK UPS

DEVELOPER shall provide the CLIENT a copy of the website in a CD (CD-R) for FREE and printouts of up to 10 pages (combination of black and colored), upon the CLIENT’S request. This shall serve as the CLIENT’S backup copy. However, once the website is uploaded to the web server, the DEVELOPER shall no longer be responsible for backing up the website, including all the new database entries though the web hosting is done through the DEVELOPER’S hosting services. 

The Customer is solely responsible for the proper backup and protection of all of its data, as well as the implementation and maintenance of firewalls and security measures (including proper virus control) in relation to the facilities.

CD COPY

The CLIENT understands that the CD copy given by the DEVELOPER will not be able to run any database programs unless the website in the CD copy is installed in a web server.

COMMUNICATION FOR ONGOING PROJECT

Except where it is necessary to successfully complete the Project, the DEVELOPER shall be entitled to provide the Services remotely from its own premises (via email, fax, or through the internet) and will not be required to attend the Customer's premises. 

The CLIENT can view the ongoing website development work by viewing them online. The DEVELOPER shall supply the CLIENT with the URL where the ongoing website will be shown.

ADDITIONAL CHARGES

Additional charges shall apply only if the CLIENT wishes the DEVELOPER to perform a job that is outside the scope of work that is specified in this contract. This additional work can be in a form of additional pages, pictures, database programs, or any customization of the programs that were not previously agreed upon in this contract. Otherwise, total cost of the project shall remain as stated in the contract, with no hidden charges. In cases, wherein the DEVELOPER will have to undertake additional work and would require additional charges, the DEVELOPER shall inform the CLIENT first and get their approval before proceeding. If the particular job is not indicated in this contract, it shall automatically imply that the job is not part of the scope of work.

RUSH FEE

A 20% addition of the total project cost shall be charged to the client for rush jobs. Rush jobs are determined if a project is at least Three (3) working days ahead of the development deadline and if the Client has explicitly requested for the project to be finished ahead of the scheduled project completion date. Only then shall the rush fee be invoked.

LATE PAYMENT

In the event the CLIENT fails to pay the Project Cost when due, CLIENT shall pay late payment penalty equivalent to 5% of total unpaid amount for every month of delay. 

REFUNDS

CLIENT understands that the DEVELOPER offers no refund for the amount paid by the CLIENT unless the DEVELOPER does not deliver according to the conditions stated in this contract. But in case of substantial progress in the project on the part of the DEVELOPER, and for which the CLIENT can make use of what had been accomplished, the DEVELOPER shall be entitled to a proportionate compensation.

The CLIENT cannot ask for a refund even if the CLIENT is not satisfied with the website design so long as the DEVELOPER is willing to continue to come up with new designs to finally please the client (the CLIENT is given a maximum of 2 revisions without additional charges). However, the CLIENT must provide enough support to guide the DEVELOPER in coming up with the design that will finally fit the CLIENT’S taste. This support is outlined in the section above (under WEBSITE DESIGN). Delays in the project development shall not be reason for refund. 

WARRANTIES

The DEVELOPER provides a 1-year warranty on all its programming work to fix any bugs or errors that the CLIENT encounters that is the result of faulty programming by the DEVELOPER. However, this warranty becomes void if the CLIENT or any third party de-compiles, disassembles, decrypts, extracts or otherwise reverse engineer any part of any software that is provided to the CLIENT by the DEVELOPER. 

EXCLUSION OF WARRANTY ON THIRD PARTY SOFTWARE

CLIENT expressly acknowledges and agrees that use of the third party SOFTWARE (the “Software”) is for the CLIENT’s sole account. The SOFTWARE is provided "AS IS" and without warranty of any kind and DEVELOPER expressly disclaim all warranties, express or implied, including, but not limited to, the implied warranties of non-infringement, and merchantability and fitness for a particular purpose. DEVELOPER does not warrant that the functions contained in the software will be error free. Furthermore, DEVELOPER does not warrant or make any representations regarding the use or the results of the use of the software in terms of its correctness, accuracy, reliability, or otherwise. No oral or written explanation or advice given by DEVELOPER or a DEVELOPER’S authorize representative shall create a warranty or in any way increase the scope of this warranty. Should the software proven not error free, CLIENT will be charge for all necessary servicing, which includes fixing of bugs, installation of released patches or software version upgrade and data base restoration.  These notwithstanding, DEVELOPER shall exert due diligence to minimize loss or damage to CLIENT caused by the purchase or use of the software.

WEB MAINTENANCE

Unless otherwise stated in this contract, all web maintenance service to be provided by the DEVELOPER shall be contained in a separate contract.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing by the DEVELOPER, the copyright and all other rights relating to any software provided to the CLIENT by or on behalf of the DEVELOPER pursuant to this Agreement (the "Intellectual Property") will remain the property of the DEVELOPER or where applicable its licensors. 

Upon payment in full for the relevant software, the DEVELOPER grants the CLIENT a non-exclusive and perpetual license to use the Intellectual Property for the CLIENT’s purposes, and in the case of the third party software, DEVELOPER will obtain a sub-license in favor of the CLIENT in similar terms.

The DEVELOPER warrants to the CLIENT that it has the right to grant the licenses referred to in this Agreement and the use by the CLIENT of any software provided by the DEVELOPER will not infringe the rights of any third party.

The DEVELOPER also grants the CLIENT the right to copy the Intellectual Property for the purposes of staff and subcontractor education, system backups and for other purposes necessary to implement the Project or this Agreement.  , the CLIENT must not copy any of the Intellectual Property for any other purposes.

The CLIENT must not de-compile, disassemble, decrypt, extract or otherwise reverse engineer any part of any software that is provided to the CLIENT by the DEVELOPER without the DEVELOPER’S prior written consent, which consent shall not be unreasonably withheld.

The CLIENT must also take all reasonable steps within its power to protect the Intellectual Property of the DEVELOPER.

All source files (.fla, .psd, .png, .lib, dwt) remain as intellectual properties of the DEVELOPER. The DEVELOPER has the right to protect its intellectual properties which include keeping the source files of the CLIENT’S website secret, except to the CLIENT.

NO POACHING

The CLIENT undertakes to the DEVELOPER that it will not for a period of two years from the termination of this Agreement entice away or endeavor to entice away from the DEVELOPER any of its employees.  The CLIENT acknowledges that the prohibition and restriction contained in this clause are reasonable in the circumstances and necessary to protect the business of the DEVELOPER.

AGREEMENT NON-EXCLUSIVE

The CLIENT acknowledges that the DEVELOPER is providing services to the client on a non-exclusive basis and that the DEVELOPER may provide services of the same or a similar nature as services to any other party, subject to the provisions of this Agreement. 

PROJECT COMPLETION AND ACCEPTANCE

The project shall be deemed completed upon signing of the sign off sheet (Web Development Completion Approval Form).

In no case shall the CLIENT unduly delay accepting the project provided all parameters are satisfied. In case the CLIENT unreasonably refuses acceptance of the project, the DEVELOPER shall give a formal written notice of project completion. If the CLIENT fails or refuses to make a written objection within five (5) days from receipt of the formal notice of completion, and defining or identifying in the written objection with specificity the reasons or items being objected, then the project is deemed completed and the CLIENT shall pay the balance accordingly. 

LIABILITIES

Except for express undertakings to indemnify and any warranties set out in this Agreement:

  1. To the extent permitted by the law, the DEVELOPER expressly excludes all conditions and warranties whether express or implied.
  2. Notwithstanding any other provision in this Agreement, in no event will the DEVELOPER be liable to any party, including the CLIENT, for any indirect, punitive, special, incidental or consequential damage in connection with or arising out of this Agreement (including for loss of profits, use, data, or other economic advantage), however it arises, whether for breach of this Agreement or in tort, and even if the DEVELOPER has been previously advised of the possibility of such damage.  Further, liability for such damages shall be excluded, even if inclusive remedies provided hereunder fail their essential purpose.
  3. Should there be legal dispute from the execution of this Contract; Developer liability shall be limited to the amount it has received from Client as payment for its services.

ASSISTANCE AND FACILITIES

The CLIENT will provide the DEVELOPER with all reasonable assistance in order to permit the DEVELOPER to efficiently provide the services.

CONFIDENTIALITY

DEVELOPER will not disclose to any third party or use, other than for the purposes of this Agreement, any knowledge or information imparted to or obtained by it during or in connection with the fulfillment of this Agreement relating to the business, equipment, processes relating to the equipment, the products, services, process or business strategies offered or employed by the CLIENT.  This obligation of confidence will cease to apply in relation to information that the DEVELOPER is required to disclose by any law, or which becomes part of the public domain other than as the result of a breach by the DEVELOPER of its obligations of confidence under this Agreement.

TERMINATION   

This Agreement may be terminated in the following circumstances:

  1. By either party by giving the other party thirty (30) days prior notice in writing to that effect;
  2. Immediately by either Party by notice in writing if the other Party fails to remedy a breach of this Agreement  within fourteen (14) days of receipt of a notice of such breach requiring it to cure or remedy such breach; or
  3. By either party immediately by notice in writing if the other party takes any corporate action or   other steps are taken or legal proceedings are started (and are not withdrawn, discontinued or struck out within twenty-one days) for its winding up, liquidation or dissolution (other than for the purposes of reconstruction) or the appointment of an administrator, receiver, receiver and manager, official manager, Liquidator, provisional Liquidator, trustee or similar office of it or of any or all of its revenues and assets ("Insolvency Event"), and such Insolvency Event remains in existence in respect of such party as of the time of service of the Notice.
  4. If the project fails to have any activity for a period of 6 months despite the DEVELOPER’S attempt to follow up with the CLIENT. This shall be deemed as to         mean that the CLIENT no longer has any interest in completing the Project. 
    On termination of this Agreement however occurring, all moneys unpaid by the CLIENT pursuant to this Agreement will immediately become due and payable.  If such money remains unpaid for a period of thirty days then (without prejudice to any other rights that the DEVELOPER may have for breach of this Agreement or otherwise) the DEVELOPER will be entitled to retake possession of the Products and to disable any software provided pursuant to this Agreement (including by remote means).
    The CLIENT’S obligations (including Intellectual Property, and Liability), and the DEVELOPER’S obligations under “Confidentiality” shall survive the termination of this Agreement for whatever reason.

MISCELLANEOUS

This Agreement, including those documents incorporated by reference, embodies the final, full, and exclusive statement of the agreement between the parties, and supersedes all prior agreements, negotiations, representations, and proposals, written or oral, relating to its subject-matter.

GENERAL

Any notice required or contemplated by this Agreement shall be deemed to have been duly given if it is in writing, properly addressed and delivered personally or mailed by registered or certified mail, postage prepaid addressed or by fax or electronic mail to the CLIENT or the DEVELOPER at the address set out in the schedule or this Agreement or such other address nominated by a party in writing.

The CLIENT may not assign any of its obligations under this Agreement without the prior written consent of the DEVELOPER.   The DEVELOPER may arrange for subcontractors to perform any of the DEVELOPER'S obligations under this Agreement upon CLIENT’s prior written approval, provide that the DEVELOPER shall be responsible for the acts and omissions of such subcontractors including any of its employees, officers and any person engaged to perform the services herein contemplated.

The DEVELOPER will not be liable to the CLIENT or to any third party for any non-performance or delay in the performance of its obligations under this Agreement, if events or conditions beyond its reasonable control cause the non-performance or delay and the DEVELOPER give the CLIENT prompt notice thereof.  In no event will this provision affect CLIENT’S obligation to make payments to the DEVELOPER under this Agreement except in respect of Services that are unable to be performed by the DEVELOPER, until they can be performed.

A failure, delay, relaxation or indulgence by either Party in exercising any right, power or privilege conferred on the Party by this Agreement shall not operate as a waiver of the power or right. A single or partial exercise of any right, power or privilege hereunder does not preclude the further exercise of the same right or the exercise of any other right hereunder. A waiver of a breach does not operate as a waiver of any other breach.

If any part of this Agreement is held by a court of competent jurisdiction to be invalid, then;

  1. Where the offending provision can be read down so as to give it a valid and enforceable operation of a partial nature it must be read down to the extent necessary to achieve that result; and
  2. In any case the offending provision must be severed from this Agreement the remainder of this Agreement shall continue in full force and effect unless such reading down or severance affects the basic nature of this Agreement.

 

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