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WEB DEVELOPMENT AGREEMENT |
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Definitions:
1.1 "Clients" means the persons, entity or agents and authorized representatives accepting this agreement.
1.2 "Content" means all text, pictures, sound, graphics, video, links, and other data stored by Customer on Eicra Soft Ltd's server computers.
1.3 "Website" means pages presenting the Content stored by Customer on Eicra Soft Ltd's server computers.
1.4 "User" means users of Customer's Website.
1.5 "User Content" means all text, pictures, sound, graphics, video, links, and other data stored by Users on Eicra Soft Ltd's server computers.
1.6 "Confidential Information" means information that Customer takes reasonable steps to maintain in confidence and identifies in writing to Eicra Soft Ltd as confidential.
01. Authorization :
The above named client is engaging EICRA SOFT LTD, a sole proprietor, Located at Road – 33 House – 06 (1st Floor) Appt – B1 Gulshan – 1 Dhaka -1212 Bangladesh, as an independent contractor for the specific purpose of developing and/or improving a World Wide Web site to be installed on the client's web space located on web hosting service's computer.
Hereafter, the client will be known as the "Client" and Eicra Soft Ltd will be known as the "Developer."
The Client will establish a separate contract with an ISP for hosting, or the Developer will establish one for the client. The Client hereby authorizes the Developer to access this account, and authorizes the Host Provider to provide the Developer with "write permission" for the Client's web page directory, cgi-bin directory, and any other directories or programs that need to be accessed for this project.
02. Development Stages and Delivery:
EICRA will only start the development once the agreed deposit is received and contract signed and dated. It is client's responsibility to guide developer about the look and feel they want as individual have different prospective and choices. EICRA will provide up to 3 design revision to the client to be able to finalize the designed template at no extra charge. Any revision beyond 3 times will be chargeable at BDT 3,000.00 per revision. Once the design has been approved, an email from the client is required mentioning the design approval. EICRA will convert the design to functional web format only after the approval email from the client received. A demonstration of the web format will be provided to the client. In second demonstration, client would be able to see the website in performance. The second payment will be due at this point. The final feedback will be accepted along with the second payment. The client feedback will be taken care of as appropriate and with accordance to the development in an electronic format via email or in CD/DVD. The final delivery of the site will be made after fulfilling all the legitimate requirements. The website will be delivered online by uploading the website in to the FTP. The final payment need to be made at that point.
Hosted package subscribers only pay the deposit at the beginning and the monthly instalment thereafter. The other terms remains same.
03. Warranty :
Any development undertaken by EICRA will have a service warranty of 30 days after the final delivery. The warranty includes small adjustments, functional problems & repair, moderate changes in the content (maximum of 5 pages, except E-Commerce websites), error reporting, Training and support where appropriate. EICRA declares that, EICRA have the ability to deliver the CLIENT with the requirements on which the agreement is bounded, therefore, if any part of the development do not function within the period of warranty, EICRA without any obligation will agree to repair the affected part of the development. Any error report or changes will be chargeable at an hourly rate of £20.00/hour if not bounded by a maintenance contract.
Hosted package subscribers have the extended warranty as long as the client is bounded with EICRA. However, the warranty is subject to service and maintenance chosen at the time of the agreement. Any changes in the Service and maintenance need to undergo with a new contract. Any changes and repair beyond warranty will be chargeable.
04. Developer's Responsibilities:
Eicra will not be responsible for the Hardware, Operating System setup or Server configuration required for the project, unless the hosting and domain name is purchased from Eicra Soft Ltd. The responsibilities will be Design, Development and Deployment of the website. The requirements will be listed during the design phase. Once the client approves the requirements, Development phase will start. And once the Development phase is started, no major change will be made to the requirement list. Provided the platform is ready, the upgraded application will be installed on the Web server. Eicra Soft Ltd. will remove any bug that is discovered in the web pages during the first month of the deployment as soon as possible. After the first month of installation, when the bugs discovered in that duration are fixed, the project will be declared closed and no further work will be done on the first version of the project.
In case the client comes up with additional requirements after the first version is closed, which is very likely, a new deal must be made for the next version of the Application.
05. Design Consultation:
Design consultation is included in this contract usually prior to preparation of the proposal. The purpose of this consultation is to discover client needs and plan the web site design using the Web Design Quote sheet.
EICRA SOFT LTD Guarantees that Client's web site will be fully functional in all major browsers that make up to at least 5% of the Internet population at the time this Agreement is signed. Recoding to support newer generations and older (= v.4.x) of web browsers may result in additional cost. The following browsers are covered in this agreement, and all compatibility with earlier browsers: MS Internet Explorer 5 & 6, Netscape 6 & 7, Firefox 1 & Safari.
Client's web site will also meet all World Wide Web Consortium Standards (http://www.w3c.org) of HTML/XHTML and CSS 2.0 unless otherwise requested by Client.
06. Textual Content:
Textual content will be supplied already composed and typed by CLIENT. CLIENT may elect to hire Eicra Soft for copy writing services outside of this CONTRACT at a rate of BDT 500 per hour.
07. Photographs:
Photographs will be supplied by CLIENT in digital or print format. Scanning in excess of five photographs per page is in addition to the price set forth in this contract and will be billed at BDT 50.00 per scanned image. CLIENT may elect to purchase stock photographs to be used on the web site. ESL can suggest vendors of stock photography.
08. Graphical Content:
Each page to contain company logo if desired by CLIENT. Logo is to be provided by CLIENT. CLIENT may elect to hire ESL to design a logo outside of this contract at an hourly rate of BDT 100/=. Other graphics can include custom designed navigation, buttons, lines, bullets, and rollovers. ESL will prepare a draft layout containing proposed custom designed graphics CLIENT. A maximum of three revisions to the draft layout will be included at no extra cost to create the look and feel that is desired.
09. Prohibited Services:
The following content and activities may not be displayed or promoted by the Client nor associated in any way with the Client's account or the Provider's services. The Provider shall be the sole arbiter as to what constitutes violation of this provision.
- Transmission, storage, or presentation of any information, data or material in violation of any Canadian Federal, Provincial or local law.
- Copyrighted material used without permission.
- Material or activities judged by the Provider to be threatening, obscene, disparaging, or hate-related.
- Material protected by trade secret or other statute.
- Pornography, nudity, erotica, and sex-related merchandising, including sites that may infer sexual content, or link to adult content elsewhere.
- Content that promotes any illegal or prohibited activity.
- Content that may be damaging to the Provider's servers or to any other server on the Internet.
- Pirated software (warez).
- IRC, IRC Bots, IRC BNC, etc.
- Promotion or sale of unsolicited or bulk e-mail (SPAM) software or services.
- Unsolicited or bulk e-mail or newsgroup posts (SPAM) which references and/or is traceable to he Provider and/or any Client in any way.
- Illegally distributed MP3 media.
- Harassing, annoying, or otherwise interfering with any person's, group's, or organization's use or enjoyment of the Internet experience.
- Links or reference to any of the above
10. Upload:
Development of website will take place on the Developer's server. EICRA SOFT will upload the completed website to the CLIENT'S contracted web hosting account upon receipt of final payment from CLIENT.
11. Change Orders:
After this CONTRACT is signed any major changes to the proposed design will require a CHANGE ORDER which will become an addendum to this contract. Major updates and changes are defined as adding additional pages, custom graphics and/or functionality to the site outside of what is outlined in the proposal and initial design layout.
12. Maintenance:
This CONTRACT does not include our maintenance contract. Web page maintenance will be the responsibility of the CLIENT. If a maintenance service agreement is entered into between Eicra Soft Ltd and the CLIENT, it will be contained within its own document and not connected to this CONTRACT. However, this CONTRACT does include minor modifications and corrections requested within a two-week period after completing the development is free-of-charge , including updating links and making minor changes to a sentence or paragraph. It does not include removing nearly all the text from a page and replacing it with new text. If the CLIENT or an agent other than Eicra Soft Ltd attempts to update the CLIENT's pages during this time, time to repair the Web pages will be assessed at the rate of BDT 500 per page, and is not included as part of the modification time.
13. Payment Schedule:
The deposit for the selected service of the development is ____% of the total amount, which is BDT_______, second payment of further ____% which is BDT_________is due on midpoint, generally the demonstration of the design. Any design revision will allow client 3 days normally to provide design feedback. The performance check after the design conversion will allow client 5 days to provide feedback for any changes, if client do not provide feedback within 7 days of the demonstration, EICRA will presume that, the development was no obligation and is ready to upload. A second payment will be demanded and need to be paid, once the payment is received the website will be uploaded into the FTP. Once successfully uploaded, the final payment will be demanded which is BDT _________due on completion of the site. The final payment must need to be cleared within 7 days from the date of uploading the site in the URL.
In case of hosted package, the initial deposit needs to be made to be able to start the service. Thereafter, the monthly instalment needs to be paid on _____ of every month / year. The other terms remains same.
14. Ownership of Content:
All Content and User Content stored by Customer on Eicra Soft Ltd's server computers shall at all times remain the property of Customer. Customer grants to Eicra Soft Ltd a non-exclusive, worldwide license to the Content and User Content only to the extent necessary for Eicra Soft Ltd to host the Website.
14.1 - Lawful Purpose:
Customer will only use Eicra Soft Ltd's hardware and services for lawful purposes and Customer will not store or provide any Content or User Content or link to any material that violates foreign, federal, state or local law, the Terms of Service of Exhibit B and any modifications thereof, Eicra Soft Ltd's posted Acceptable Use Policy, or any other Eicra Soft Ltd policy.
14.2 - Remedy for Violation:
Should Eicra Soft Ltd become aware that Customer has violated Part 4.1, Eicra Soft Ltd may, at its option, remove the Content or User Content in violation, immediately terminate hosting Customer's Website under Part 6.3, and/or notify authorities. If hosting is terminated, Eicra Soft Ltd may, in its sole discretion, reinstate hosting upon adequate showing of Customer's right to use the Content or User Content.
15. Copyrights and Trademarks:
Client represents to Eicra Soft Ltd and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Eicra Soft Ltd for inclusion in the web site are either owned by Client, or that Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Eicra Soft Ltd from any claim or suit arising from the use of such elements furnished by Client.
16. Access and Passwords
As part of the subscription process for this Site, you have selected or been assigned a particular username and password in accordance with Eicra.com 's username and password guidelines. YOU AGREE THAT YOU ARE THE ONLY INDIVIDUAL ENTITLED TO ACCESS THE SITE USING YOUR USERNAME OR PASSWORD, AND YOU AGREE NOT TO PERMIT OTHERS TO ACCESS THE SITE USING YOUR USERNAME OR PASSWORD. You agree that all actions taken by you, or any other user that accesses the Site using your username and password, at or through the Site will be attributed to and legally bind you, even with respect to acts for which the user had no actual authority or made an error. You assume all resulting liability from use of the Site and any services available on it by you or others using your username or password. If you lose your username or password, please contact us at: support@eicra.com
17. Age:
Authorized representative of the Client certifies that he or she is at least 18 years of age and legally capable of entering a contract in the State of Bangladesh on behalf of the Client.
18. Copyright to web pages:
When final payment is received and web pages are published to Client's web host account the Copyright to the pages will be as follows: Logos, banners, buttons and other graphics created by Eicra Soft Ltd, for Client, are owned and copyrighted by Client. Eicra Soft Ltd is not required to keep or provide client with native source files used in the creation of these graphics. Content and photographs provided by Client are owned and copyrighted by Client or respective owners who have granted use rights to Client. HTML code and server side and browser side scripting is owned by Eicra Soft Ltd and its licensors and is licensed to Client for use on this web site only. Client is not permitted to use these scripts elsewhere or sell them to a third party. Eicra Soft Ltd reserves the right to display and link to completed web site as part of a web design portfolio.
19. Limited Liability:
Client agrees that any material submitted for publication will not contain anything leading to an abusive or unethical use of the Web Hosting Service, the Host Server or the Developer. 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 policy.
Client hereby agrees to indemnify and hold harmless the Developer from any claim resulting from the Client's publication of material or use of those materials.
It is also understood that the Developer will not publish information over the Internet, which may be used by another party to harm another. The Developer will also not develop a pornography or otherwise unethical web site for the Client. The Developer reserves the right to determine what is and is not unethical content.
20. Payment of Fees:
In order for Eicra Soft Ltd to remain in business, payments must be made in a timely manner. Payments are due by the dates outlined in this contract or web design quote sheet. Outstanding balances that are 30 days past due will be assessed a late fee of 1.5% per each month of delinquency. Eicra Soft Ltd reserves the right to remove web pages from viewing on the internet until final payment is made. In case collection proves necessary, Client agrees to pay all fees incurred by that process. This agreement becomes effective only when signed by Eicra Soft Ltd Regardless of the place of signing of this agreement, Client agrees that for purposes of venue, this contract was entered into in Dhaka and any dispute will be litigated in Dhaka Bangladesh.
21. Sole Agreement:
The agreement contained in this "Web Design Contract" constitutes the sole agreement between Eicra Soft Ltd and Client regarding this web site. Any additional work not specified in this contract or web design quote sheet must be authorized by written change order. All prices specified in this contract will be honored for six (6) months after both parties sign this contract. Continued services after that date will require a new agreement.
22. Nondisclosure:
The Developer, 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 to any person whatsoever. Likewise, the Client agrees that it will not convey any confidential information obtained about the Developer to another party.
23. Warranties and Liability:
Client agrees that any material submitted for publication will not contain anything leading to an abusive or unethical use of the Web Hosting Service, the Host Server or the Developer. 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.
Client hereby agrees to indemnify and hold harmless the Developer from any claim resulting from the Client's publication of material or use of those materials.
It is also understood that the Developer will not publish information over the Internet which may be used by another party to harm another. The Developer will also not develop a pornography or warez web site for the Client. The Developer reserves the right to determine what is and is not pornography.
24. Initial Payment and Refund Policy:
This contract becomes binding with an initial payment in the amount of 1/2 of total amount of contract. If Client halts work and applies by registered letter for a refund within fifteen days of date of contract, work completed shall be billed a the hourly rate stated above, and deducted from the initial payment, the balance of which shall be paid back to Client. If, at the time of request for refund, work has been completed beyond the amount covered by the initial payment, Client shall be liable to pay for all work completed at the hourly rate stated above. No portion of this initial payment will be refunded unless written application is made within 15 days of signing this contract.
25. Indemnity
You agree to indemnify and hold us harmless, and pay our attorney's fees and costs, if we become liable for or incur any damages in connection with your breach of this Agreement. You may not settle any dispute without our prior consent, which may only be given in a non-electronic writing signed by an authorized representative of Eicra.com.
26. Control Panel & FTP:
EICRA will provide all Control Panel login details and the FTP access details to the client for safe keeping once the payment is cleared. The website may be encrypted and restricted to the designated URL only. The renewal of the Domain and Hosting is client's responsibility. EICRA will notify the renewal dated for the Domain and Hosting if purchased from Flick Host or provided by EICRA as part of agreement. The domain and hosting is renewable and the renewal amount needed must be paid by the client when incur. If client do not renew the domain and hosting, the website may be suspend by the service provider. In such an event, EICRA will not be held responsible for website disappearance. Recovery of the website needs a service charge of £25.00 (need to be paid in advance) and the domain and/or hosting renewal must be made to recover the site within the period of provision of the service provider.
Hosted package clients are not required to renew the domain and hosting themselves as the renewal is part of the service agreement. However, the regular payment must be continued to be able to keep the website live and in working order.
26. Entire Understanding:
This contract and the Appendices attached thereto constitute the sole agreement between the Developer and the Client regarding this project. It becomes effective only when signed by both parties. It is the spirit of this agreement that this will be a mutually beneficial arrangement for the Client and the Developer.
27. Communication:
All correspondence between the developer and client needs to be in writing. Email OR support ticket based correspondence is preferable as contents provided by any format other than electronic may incur additional cost for word processing or typing per hours. All correspondence sent to EICRA or sent from EICRA will be documented for record purposes.
Declaration:
I (______________________________________) as the client fully understand and agree the terms and conditions mentioned in the agreement and also declare that, I will respect the contract. All the information about the business which I provided is true. IN WITNESS WHEREOF, each of the parties hereto have executed this Agreement as of the date first written above.
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