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I. AUTHORIZATION
The above-named client is engaging Arch
Creative Group (hereinafter “ACG”) as an independent
contractor for the specific purpose of the graphic design of a World
Wide Web site to be installed on the Client’s Web space on
a Web hosting service’s computer. The Client hereby authorizes
ACG to access this account, and authorizes the Web hosting service
to provide ACG 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 ACG to publicize their completed Web site to Web
search engines, as well as other Web directories, indexes, and ACG’s
portfolio.
The description of said services to be provided and the compensation
to be paid therefor are detailed in the attached document entitled
ARCH CREATIVE GROUP PROPOSAL FOR DESIGN SERVICES, signed and dated
by the parties herein.
II. INDEPENDENT CONTRACTOR
Client understands and agrees that ACG is an independent contractor.
Client further understands and agrees this contract does not create
a master/servant, principal/agent, or other employer/employee relation,
nor does it constitute the formation of a joint venture.
III. STANDARD WEBSITE PACKAGE ELEMENTS
ACG includes the following elements in their Standard Web Site Package:
(1) Text – supplied by the Client. Copy for Web site must
be supplied by the Client in a .doc format via disk or email attachment.
Otherwise, there will be an additional charge for typesetting.
(2) Pages – Up to 6 (six) hours of design time are allotted
for the home page. If the Client desires additional standard Web
pages beyond the original number of pages specified in the ARCH
CREATIVE GROUP PROPOSAL FOR DESIGN SERVICES, the client does covenant
and agree to compensate ACG at the hourly studio rate enumerated
in the ARCH CREATIVE GROUP PROPOSAL FOR DESIGN SERVICES.
(3) Photos and other misc. graphic images – The client may
provide photos and graphic images for each page. Additional stock
images may be purchased by the Client (istockphoto.com). ACG can
take high quality digital photos at the studio rate.
(4) Maintenance – ACG provides site maintenance (updating
links and minor text changes) at the hourly studio rate. All maintenance
requires 48 hours’ notice. The Client is prohibited from making
modifications to the Web site or contracting any agent other than
Arch Creative Group to make modifications. If the Client or its
agent damages the Web pages by attempting to update or modify the
Client’s pages, time to repair is billed at the studio rate
and is not included in the free maintenance allotted.
(5) SEO – Search Engine Optimization – ACG includes
basic SEO submission for site publicity on major search engines.
ACG does not guarantee top placement with basic SEO. Full SEO is
available upon request for an additional fee. (Please inquire.)
(6) E-mail response link or Contact form – written in PHP
to any e-mail address the client designates.
(7) E-mail – Client can receive up to 10 customized email
addresses per domain.
(8) 100% Satisfaction Guarantee – If ACG cannot produce a
design to the Client’s complete satisfaction this contract
becomes null and void. The deposit money will be returned minus
any expenses incurred (domain name purchase, Web hosting purchase...).
The Client must inform ACG as outlined in Clause XII below to halt
design work.
IV. PRIVACY
ACG will not reproduce the design, content, or images of Client’s
Web site for any other Web site design for another client. ACG will
keep all intellectual property of the Client confidential and private
subject to the terms in Clause X below.
V. COMPLETION DATE
ACG and the Client must work together to complete the Web site in
a timely manner. Where completion of the Web site requires the Client
to supply ACG text and graphic content, the Client must do so within
three weeks of the date of execution of this contract. Failure to
do so shall result in the entire amount of the contract becoming
due and payable immediately. Extenuating circumstances may be taken
into consideration given sufficient notice.
VI. PAYMENT OF FEES
Fees due to ACG for new Web site construction are due and payable
on the following schedule:
1/2 of the total fee is due upon signing this contract as a down
payment.
1/2 of the total fee is due upon project completion.
All ACG services are subject to the following payment terms: All
payments must be made in U.S. funds. Payment is due within 10 days
of receipt of ACG’s invoice. Delinquent bills will be assessed
a $15 late fee. If an amount remains delinquent 30 days after its
due date, an additional 5% penalty will be added each month of delinquency.
ACG will assess a $50 charge for all returned checks and will halt
work until such time as the account is made current. Where a Client
account is delinquent, ACG reserves the right to remove Web pages
or take down an entire Web site from viewing on the Internet until
final payment is made. There is a resurrection fee of $50 to reinstate
the site on the Internet. The Client covenants and agrees to indemnify
ACG for all costs arising from any collection actions necessary
to settle Client’s account including, without limitation,
legal fees, court costs, and collection agency fees. ACG reserves
the right to disable Web sites for non-payment of fees.
VII. PAYMENT PLANS
ACG offers flexible payment plans. A finance fee equal to 20% of
the total contract price will be added. Inquire for terms and availability.
VIII. WARRANTY DISCLAIMER
ACG makes no warranty, either express or implied, and hereby disclaims
any such warranties, that the functions of Client’s Web pages
will meet the Client’s requirements or that the operation
of the Web pages will be uninterrupted or error-free. The Client
assumes all risk associated with the quality and performance of
the Web site. In no event will ACG be held liable to the Client
or any third party for any damages, including, but not limited to,
lost profits, lost savings or other incidental, consequential or
special damages arising out of the operation of or inability to
operate these Web pages or Web site, even if ACG has been advised
of the possibility of such damages.
IX. COPYRIGHTS AND TRADEMARKS
The Client represents to ACG and unconditionally guarantees that
any elements of text, graphics, photos, designs, trademarks, or
other artwork furnished to ACG 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,
defend, and indemnify ACG and its subcontractors from any claim
or suit arising from the use of such elements furnished by the client.
All rights not expressly granted hereunder are reserved to ACG including,
without limitation, rights to all sketches, comps, or other work
product and preliminary materials.
X. COPYRIGHT TO WEB PAGES
Copyright to the finished assembled work of Web pages produced by
ACG is owned exclusively by ACG. All rights except those enumerated
below are reserved by ACG. No element of the Web page may be used
elsewhere in any form or modified in any manner without the express
written permission of ACG. Work-up files and computer programs are
specifically not transferred to the client and remain the property
of their respective owners.
The Client understands and agrees that the only rights transferred
to the Client upon payment of the agreed fee to ACG are those which
constitute a license. The Client has the right to use the Web site
for business/promotion but receives neither ownership rights nor
the right to make changes to the site outside the arrangement contained
in Clause III (4) above. The Client understands and agrees that
ownership rights to the Web page and its elements may be purchased
for a negotiated price. The Client does covenant and agree to ACG’s
fair use of Client’s Web site for promotion of ACG services
and display in ACG’s portfolio.
ACG reserves the right to revoke any license for non-payment of
fees.
XI. LAWS AFFECTING ELECTRONIC COMMERCE
The Client understands and acknowledges that from time to time governments
may enact laws affecting Internet electronic commerce. The Client
does agree to accept sole responsibility for complying with such
laws, taxes, and tariffs and will hold harmless, protect, defend
and indemnify ACG and its subcontractors form any claim, suit, penalty,
tax, or tariff arising from the Client’s exercise of Internet
electronic commerce.
I. AUTHORIZATION
The above-named client is engaging Arch Creative Group (hereinafter
“ACG”) as an independent contractor for the specific
purpose of providing graphic design services in any of a variety
of media including, without limitation, print, World Wide Web, and
television. The description of said services to be provided and
the compensation to be paid therefor are detailed in the attached
document entitled ARCH CREATIVE GROUP PROPOSAL FOR DESIGN SERVICES,
signed and dated by the parties herein.
II. INDEPENDENT CONTRACTOR
Client understands and agrees that ACG is an independent contractor.
Client further understands and agrees this contract does not create
a master/servant, principal/agent, or other employer/employee relation,
nor does it constitute the formation of a joint venture.
III. SATISFACTION GUARANTEE
100% Satisfaction Guarantee – If ACG cannot produce a design
to the Client’s complete satisfaction this contract becomes
null and void. The deposit money will be returned minus any expenses
incurred.
In the event the Client is not satisfied and wishes to halt design
work, the Client must inform ACG as outlined in Clause XI below.
IV. PRIVACY
ACG will not reproduce the design, content, or images of Client’s
project for any other project for another client. ACG will keep
all intellectual property of the Client confidential and private
subject to Clause X below.
V. COMPLETION DATE
ACG and the Client must work together to complete the project in
a timely manner. Where completion of the project requires the Client
to supply ACG text and graphic content, the Client must do so within
three weeks of the date of execution of this contract. Failure to
do so shall result in the entire amount of the contract becoming
due and payable immediately. Extenuating circumstances may be taken
into consideration given sufficient notice.
VI. PAYMENT OF FEES
Fees due to ACG are due and payable on the following schedule:
1/2 of the total fee is due upon signing this contract as a down
payment.
1/2 of the total fee is due upon project completion.
All payments must be made in U.S. funds. Payment is due within 10
days of receipt of ACG’s invoice. Delinquent bills will be
assessed a $15 late fee. If an amount remains delinquent 30 days
after its due date, an additional 5% penalty will be added each
month of delinquency. ACG will assess a $50 charge for all returned
checks and will halt work until such time as the account is made
current. The Client covenants and agrees to indemnify ACG for all
costs arising from any collection actions necessary to settle Client’s
account including, without limitation, legal fees, court costs,
and collection agency fees. ACG reserves the right to revoke any
license for non-payment.
VII. PAYMENT PLANS
ACG offers flexible payment plans. A finance fee equal to 20% of
the total contract price will be added. Inquire for terms and availability.
VIII. WARRANTY DISCLAIMER
ACG makes no warranty, either express or implied, and hereby disclaims
any such warranties, that the finished project will meet the Client’s
specific requirements or serve the Client’s purposes. In no
event will ACG be held liable to the Client or any third party for
any damages, including, but not limited to, lost profits, lost savings
or other incidental, consequential or special damages arising out
of the use of materials produced under this contract, even if ACG
has been advised of the possibility of such damages.
IX. COPYRIGHTS AND TRADEMARKS
The Client represents to ACG and unconditionally guarantees that
any elements of text, graphics, photos, designs, trademarks, or
other artwork furnished to ACG for inclusion in the project 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, defend, and indemnify ACG and its subcontractors from any
claim or suit arising from the use of such elements furnished by
the client.
ACG reserves the right to revoke any license for non-payment.
X. COPYRIGHT TO FINISHED PRODUCT
Copyright to the finished assembled work produced by ACG is owned
exclusively by ACG. All rights except those enumerated below are
reserved by ACG. No element of the finished product may be used
elsewhere in any form or modified in any manner without the express
written permission of ACG. Work-up files and computer programs are
specifically not transferred to the client and remain the property
of their respective owners.
The Client understands and agrees that the only rights transferred
to the Client upon payment of the agreed fee to ACG are those which
constitute a license. The Client has the right to use the finished
product in accordance with the specific terms in the attached document
entitled ARCH CREATIVE GROUP PROPOSAL FOR DESIGN SERVICE, but receives
neither ownership rights nor the right to make changes to the design
outside the arrangement contained in Clause III (4) above.
The Client understands and agrees that neither the Client nor any
agent, assignee, or devisee may use the work product beyond the
specific scope described in the ARCH CREATIVE GROUP PROPOSAL FOR
DESIGN SERVICE without an additional license agreement or the purchase
of ownership rights to said work product.
The Client understands and agrees that ownership rights to the work
product of the project and its elements may be purchased for a negotiated
price. The Client does covenant and agree to ACG’s fair use
of Client’s project for promotion of ACG services and display
in ACG’s portfolio.
I. INITIAL PAYMENT AND REFUND POLICY
The total amount due for this contract is outlined in the ARCH CREATIVE
GROUP PROPOSAL FOR DESIGN SERVICES.
This agreement begins with the initial down payment of the amount
enumerated in the relevant Payment of Fees Clause above.
If the Client halts work after making the payment and applies by
registered letter for a refund to the Director of Arch Creative
Group, 400 TradeCenter, Suite 5900, Woburn, MA 01801, work completed
shall be billed at the hourly studio rate enumerated in the ARCH
CREATIVE GROUP PROPOSAL FOR DESIGN SERVICES and deducted from the
down payment. Any balance remaining will be returned to the client.
If the work performed under this contract at the time the halt order
is received exceeds the value of the amount paid at that point,
the Client shall be liable to pay for all work completed at the
studio rate. No portion of the down payment shall be refunded unless
written application is made within 30 days of signing this contract.
II. CHANGE ORDERS
In the event Client’s requirements for the project change
significantly a Change Order will be issued to amend the original
Design Proposal based on the new requirements.
Sufficiently large or numerous changes may require additional fees
which will be enumerated in the revised Design Proposal. Any changes
implemented after a
project’s completion will be billed at the studio rate.
III. ARBITRATION
Any legal controversy which may arise between Client and ACG relating
to this contract, unless such controversy can be resolved informally,
will be submitted to mandatory, final, and binding arbitration in
Woburn, Massachusetts or in any other mutually acceptable location
in accordance with the rules of the American Arbitration Association
then in effect. This includes, but is not limited to, contract claims,
tort claims, or claims of violation of any applicable federal, state,
or local law, provided, however, that either party may seek injunctive
relief in court to prevent irreparable injury. The sole exceptions
to this arbitration provision are (1) claims brought by ACG for
collection of funds due and payable for work performed under this
contract which may be brought in any forum having jurisdiction over
the parties and subject matter, as discussed above in Clause VI;
(2) causes of action for violation of state or federal copyright
law. All parties may be represented by legal counsel throughout
the proceedings at each party’s independent expense. Costs
of the arbitrator and arbitration facility will be borne by the
party bringing the claim.
IV. MERGER & SAVINGS
This document memorializes the complete and final agreement between
the undersigned parties on the aforementioned issues. The contract
formed herein is governed by the laws of the State of Massachusetts.
If any part of this Agreement shall be invalid, illegal, or inoperative
for any reason it is the intent of the undersigned parties that
the remaining parts, so far as possible and reasonable, shall be
effective and fully operative.
Last Update 7.20.10
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I
wanted to let you know how happy I am with the web site you created
for Five Sisters. You exceeded all of my expectations! It was as
if you could “read my mind”. The site is easy to use
and I have received many compliments from colleagues that are very
impressed also. You stayed within the price quote you gave me, even
though it required much more of your time than we expected. I also
appreciated the fact that you returned my phone calls and emails
in a timely fashion – you answered all of my questions.
are a professional and a pleasure to work with. I will recommend
you without hesitation.
