1. Payment Schedule
All invoices for billable expenses are payable within fourteen (14) days of receipt. 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.
2. Default in Payment
The Client shall assume responsibility for all collection of legal fees necessitated by default in payment.
If this document is used for an estimation or project proposal, the fees and billable expenses shown are minimum expenses only. Final fees and billable expenses shall be shown when the invoice is rendered. The Client's approval shall be obtained for any increases in fees or expenses that exceed the original estimate by ten percent (10%) or more.
The Client shall reimburse Netsky for all direct and indirect billable expenses arising from this project, regardless of whether the project is Cancelled or Terminated. Billable expenses include but are not limited to costs of domain registration, web hosting, commissioning images or voice talent, software or run-time license costs, the payment of any sales tax due on this project, any travel, research, postage and delivery, photocopying, and storage media expenses.
5. Client's Alterations
There shall be no charges to the Client for revisions or corrections or additions made necessary by errors on the part of Netsky. Any other changes requested by the Client shall be considered Client's Alterations if they are requested after the acceptance of the Site Design. Any changes and additions not due to the fault of Netsky and requested by the Client before the approval of one of the Site Designs are not considered Client's 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 project requested by the Client. However, no additional payment shall be made for changes required to conform to the original project description. The Client shall offer Netsky the first opportunity to make any changes.
6. Internet Access
Unless otherwise set forth herein in Description of Project, Netsky agrees, at the Client's option, to maintain Client's Web Site on Netsky Web Server on a month to month or yearly basis. As part of this service, Netsky agrees to make the Client's Web Site available to Internet users approximately 24 hours per day, and to store the Client's Web Site in a safe and secure environment, and fit for back-up media.
7. Guarantee for Client Use
Netsky guarantees to notify the Client of any licensing and/or permission required for art-generating or electronic commerce or other proprietary programs to be used in the Client's website.
8. Warranty Period
Netsky agrees to ensure the web site retains all its functionality and conforms to the specifications during the Warranty Period. Netsky 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 specifications, but support and assistance shall not be provided for the development of enhancements to the originally contracted project. Such assistance shall not exceed 10 hours per calendar month.
9. Confidential Information
Netsky 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 Netsky or developed by Netsky 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 Netsky. Netsky will not at any time or in any manner divulge, disclose, or communicate any information that is proprietary to the Client. Netsky, however, shall not be in breach of this clause in circumstances where Netsky is legally compelled to disclose the confidential information.
10. Return of Source Information
Upon the Client's acceptance of the Final Version, or upon the cancellation of the project, Netsky shall provide the Client with all copies and originals of the source materials provided to Netsky by the Client.
11. Ownership of Copyright
All material, both text and images, supplied by the Client and used in the construction of the Client's web site, will remain the Client's property. All such material will be assumed to be the property of the Client and free to use without fear of breach of copyright laws. All original graphics designed and supplied by Netsky, remain the property of Netsky until the Client's account has been paid in full, at which time ownership and copyright of said graphics will reside with the client. The Client acknowledges and agrees that Netsky retains all rights to copyright to website source code, meaning computer programming/formatting code, any files necessary to make image maps function, and any server code necessary to make forms, buttons, check-boxes, and the like function. Netsky shall be free to reproduce, use, disclose display exhibit, transmit, perform, create derivative works, and distribute any item from the Client's Web Page unless specifically agreed otherwise. Further, Netsky shall be free to use any ideas, concepts, know-how or techniques acquired in construction of sites for any purpose whatsoever, including but not limited to developing, manufacturing and marketing products and other items incorporating such information unless specifically agreed otherwise.
12. Progress Reports
Netsky 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. Netsky 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 calendar days.
13. Testing and Acceptance Procedures
Netsky 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 calendar days of a Delivery, the Client shall either accept the deliverable and make the milestone payment set forth in the Production Schedule, or provide Netsky 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 Netsky and the Client, or provide a written notice of Project Termination if the work is found not to be reasonably satisfactory. The Client can Terminate the project only during this Review Period following the Delivery of a milestone deliverables. Any other termination of the Project shall be considered a Cancellation subject to the stipulations of Item 14. Netsky shall designate and the Client shall designate as the only designated persons who will send and accept all deliverables and receive and make all communications between Netsky and the Client. Neither party shall have any obligation to consider for approval or respond to materials submitted other than through the designated persons listed above. Each party has the right to change its designated person upon day(s) notice to the other.
14. Project Cancellation
The Client may declare the Cancellation of the project for reasons not related to Project Termination defined in Item 13. In the event of Cancellation of this Project by the Client, all billable expenses already incurred by Netsky or that Netsky is liable to pay for shall be paid by the Client in full. In the event of cancellation, Netsky retains ownership of all copyrights and any original artwork.
15. Project Termination
In the event that work in process is found by the client not to be reasonably satisfactory in accordance with the Testing and Acceptance Procedures in Item 13, any milestone payments made prior to termination shall be retained by Netsky. Regardless of when the project is terminated, all billable expenses already incurred by Netsky or that Netsky is liable to pay for shall be paid by the Client in full. In the event of termination, Netsky retains ownership of all copyrights and any original artwork created by Netsky. However, the Client retains all rights already purchased by Netsky on behalf of the Client from third parties.
16. Credit Lines
Netsky may be given credit or copyright notice on floppy disks, tapes, documentation, packaging used to distribute copies of the site contents, site documents, program scripts, or artwork developed, subject to the client's discretion. Netsky will request prior permission from the client to display graphics and other web design elements as examples of their work in their respective portfolios. Netsky will also obtain written permission from the client prior to setting links to Netsky on the Client's websites.
17. Copy Protection
The Client must protect all final art which is the subject of this project against duplication and alteration.
18. Other Operating Systems Conversions
Netsky shall be given first option at compiling the website for operating or hardware or browsing systems beyond those stated herein in the Project Description.
19. Unauthorized Use and Program Licenses
The Client will indemnify Netsky 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.
20. Warranty of Originality
Netsky warrants and represents that, to the best of its knowledge, the permission to use has been obtained on an unlimited basis; that all work or portions thereof obtained through the undersigned from third parties is original or, if previously published, that permission to use has been obtained on an unlimited basis; that Netsky has full authority to make this project; and that the work prepared by Netsky does not contain any scandalous, libelous, or unlawful matter. This warranty does not extend to any uses that the Client or others may make of Netsky's product which may infringe on the rights of others. The client expressly agrees that it will hold Netsky harmless for all liability caused by the Client's use of Netsky's product to the extent that such use infringes on the rights of others.
21. Limitation of Liability
The Client agrees that it shall not hold Netsky or its agents or employees liable for any incidental or consequential damages which arise from Netsky'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 Netsky or a third party. Furthermore, Netsky disclaims all implied warranties, including the warranty of merchantability and fitness for a particular use.
22. Search Engine Placement
Whilst Netsky will attempt to improve the position of your Web Site in the Search Engine results in response to a search request, Netsky do not warrant that this effort is in any way guaranteed. Netsky cannot be held responsible for any changes to the position of the Client's Web Site in the Search Engines results in response to a search request.
23. Electronic Commerce Laws
The Client agrees that they are solely responsible for complying with any laws, taxes and tariffs applicable in any way to the Project, and will hold harmless, protect, and defend Netsky from any claim, suit, penalty, tax, fine, or tariff arising from the Client's exercise of Internet electronic commerce and/or any failure to comply with any such laws, taxes and tariffs.
24. Acceptance of Terms
The signature of the Client shall evidence acceptance of these terms.