Time for Payment
Payment is due at each milestone due date as noted in the Production Schedule and will be invoiced upon milestone completion. The grant of any license or right of copyright to the Client is conditioned on receipt of full payment by the Client of the Total Amount and all Billable Expenses.
The Client shall reimburse Rethink Marketing for all direct and indirect Billable Expenses arising from this assignment, regardless of whether the assignment is Cancelled or Terminated. Billable Expenses include but are not limited to costs of commissioning Images or Voice Talent, purchasing Domain Names, Hosting Services, Software or Run-Time License Costs, the payment of any tax due on this Assignment, any Travel, Research, Postage and Delivery, Photocopying, and Storage Media expenses. The mark-up charged by Rethink Marketing for supervisory and handling time on all Billable expenses shall be 10 per cent of the Billable Expenses incurred.
There shall be no charges to the Client for revisions or corrections or additions made necessary by errors on the part of Rethink Marketing prior to the cutover. Any other changes requested after the acceptance of the Site Design shall be considered Client Alterations. Any changes and additions that are requested by the Client before the approval of the Site Designs that are outside of the original scope and/or brief will be considered Client Alterations
The Client shall be responsible for making additional payments at the rate noted herein for any Client’s Alterations and any other changes in original assignment requested by the Client. However, no additional payment shall be made for changes required to conform to the original assignment description.
Rethink Marketing agrees to ensure the web site retains all its functionality and conforms to the specifications during the Warranty period of Thirty (90) days after Notice of Completion is issued. Rethink Marketing also agrees to provide at no cost to the Client reasonable technical support during the Warranty Period for the Client itself to maintain the site on the Internet, Intranet, or Extranet. Such maintenance and update may include correcting any remaining errors or any failure of the site to conform to the original specifications, but support and assistance shall not be provided for the development of enhancements to the originally contracted project. Such assistance shall not exceed 4 hours per calendar month.
After the expiration of the Warranty Period, Rethink Marketing agrees to provide the Client with reasonable technical support and assistance for the Client to maintain and update the site on the Internet, Intranet, or Extranet for a fee of AU$100per hour after the last day of the Warranty Period. Site maintenance and updates performed by Rethink Marketing shall be governed by separate Website Design and Maintenance Agreements between Rethink Marketing and the Client
Rethink Marketing acknowledges and agrees that the source materials and technical and marketing plans or other sensitive business information, as specified by the Client, including all materials containing such information, which are supplied by the Client to Rethink Marketing or developed by Rethink Marketing in the course of developing the site are to be considered confidential information. Information shall not be considered confidential if it is already publicly known through no act of Rethink Marketing.
Assignment of Project
Rethink Marketing reserves the right to assign subcontractors to this project to ensure the right fit for the job as well as adherence to the project schedule.
The client understands that any web hosting services require a separate contract with a web hosting service. The client agrees to select a web hosting service which allows Rethink Marketing full access to the website and a server directory via FTP and telnet.
Ownership of Copyright
Copyright to the finished assembled work of webpages produced by Wilson Internet Services is owned by Wilson Internet Services. Upon final payment of this contract, the client is assigned all rights associated with the use of the website the design, graphics, and text contained in the finished assembled website. Rights to photos, graphics, source code, work-up files, and computer programs are specifically not transferred to the client, and remain the property of their respective owners.
Laws Affecting Electronic Commerce.
From time to time governments enact laws and regulations 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 Wilson Internet Services and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the client’s exercise of Internet electronic commerce.
The agreement contained in this “Website Design Contract” constitutes the sole agreement between Wilson Internet Services and the client regarding this website. Any additional work not specified in this contract must be authorized by a written change order. All prices specified in this contract will be honoured for six (6) months after both parties sign this contract. Continued services after that time will require a new agreement.
Rethink Marketing shall contact or meet with the Client on a mutually acceptable schedule to report all tasks completed, problems encountered, and recommended changes relating to the development and testing of the site. Rethink Marketing shall inform the Client promptly by telephone or e-mail upon discovery of any event or problem that may delay the submission of any milestone deliverables by more than Five (5) Business Days.
Testing and Acceptance Procedures
Rethink Marketing will make every good faith effort to test the deliverables thoroughly and make all necessary corrections as a result of such testing prior to handing over the deliverables to the Client. Unless otherwise noted in Acceptance milestone dates of the Production Schedule, during the Review Period within 3 calendar days of a Delivery, the Client shall either accept the deliverable and make the milestone payment set forth in the Project Schedule, or provide Rethink Marketing with written notice of any corrections to be made and a suggested date for completion of the corrections which should be mutually acceptable to both Rethink Marketing and the Client, or provide a written notice of assignment Termination if the work is found not to be reasonably satisfactory. Rethink Marketing shall designate Anthony Congdon and the Client shall designate ____________________ as the only approved persons who will send and accept all deliverables and receive and make all communications between Rethink Marketing and the Client. Neither party shall have any obligation to consider for approval nor respond to materials submitted other than through the designated persons listed above.
The Client may declare the Cancellation of the assignment for reasons not related to assignment Termination defined in Item 14. In the event of Cancellation of this assignment by the Client, any milestone payments made prior to cancellation shall be retained by Rethink Marketing. In addition, if cancellation is prior to the delivery of the Site Design, a cancellation fee of Fifteen Per cent (15%) of the balance of the total payments shall be paid by the Client. Regardless of when the project is cancelled, all billable expenses already incurred by Rethink Marketing or Rethink Marketing is liable to pay for shall be paid by the Client in full. In the event of cancellation, Rethink Marketing retains ownership of all copyrights and any original artwork
In the event that work in process is found by the client not to be satisfactory in accordance with the Testing and Acceptance Procedures in Item 14. , the client may pay a termination fee to terminate the assignment. Any milestone payments made prior to termination shall be retained by Rethink Marketing. If termination occurs after the acceptance of the Beta Version, the termination fee shall be 100% of the balance of Total payments. Regardless of when the assignment is terminated, all billable expenses already incurred by Rethink Marketing or Rethink Marketing is liable to pay for shall be paid by the Client in full. In the event of termination, Rethink Marketing retains ownership of all copyrights and any original artwork created by Rethink Marketing. However, the Client retains all rights already purchased by Rethink Marketing on behalf of the Client from third parties.
Rethink Marketing also reserves the right to “Hyperlink” credits on the webpage footer.
Unauthorized Use and Program Licenses
The Client will indemnify Rethink Marketing against all claims and expenses arising from uses for which the Client does not have rights to or authority to use. The Client will be responsible for payment of any special licensing or royalty fees resulting from the use of programs that require such payments.
Limitation of Liability
The Client agrees that it shall not hold Rethink Marketing or its agents or employees liable for any incidental or consequential damages which arise from Rethink Marketing’s failure to perform any aspect of the project in a timely manner, regardless of whether such failure was caused by intentional or negligent acts or omissions of Rethink Marketing or a third party. Furthermore, Rethink Marketing disclaims all implied warranties, including the warranty of merchantability and fitness for a particular use.
Modifications of the Agreement
Modifications of the Agreement must be written, except that the invoices may include, and the Client shall pay, fees or expenses that were orally authorized by the Client in order to progress promptly with the work.
Any disputes in excess of AUD$1000 arising out of this Agreement shall be submitted to binding arbitration before the Australian Magistrates Court or a mutually agreed upon arbitrator pursuant to the rules of the Arbitration Australia. The Arbitrator’s award shall be final, and judgment may be entered in any court having jurisdiction thereof. The Client shall pay all arbitration and court costs, reasonable legal fees, and legal interest on any award of judgment in favour of Rethink Marketing.