power of the internet to small businesses everywhere.
Web Development and
Company / Client
Authorised Representative of the Client
City___________________________ State_____________________ Postcode__________
Present WWW URL (if
Terms of Agreement
The above named client is engaging BR Design, a
sole proprietor, 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 an
Internet Service Provider's (ISP) server.
Hereafter, the client will be known as the
"Client" and BR Design will be known as the
The Client will establish a separate contract with an
Internet Service Provider (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 Developed 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.
2. Standard Hosting Service
It is agreed that this account will be hosted by a company
recommended by the Developer.
The Developer will either secure the account on behalf of
the Client, or the Client may secure the account
independently. We offer the Client the ability to secure this
account independently as a way to help the Client control
cost. If however, the Client is not an advanced user of the
Internet, the Client is encouraged to use the services of the
Developer to secure and maintain this account.
Please note: Using an alternate host is always an
option for the Client. Should the Client desire to use a Host
Provider other than one recommended by the Developer, the name
of the host provider and the terms of the hosting agreement
will be listed in Appendix A.
3. Domain Registration
The Developer will secure a domain name (www.myname.com) for
the Client at the Client's request. All charges incurred in
doing so will be billed to the Client as an addition to the
base price contemplated by this agreement. These are Internic
fees, and are not a source of income for the Developer.
If the Client already has a domain name, the Developer will
coordinate redirecting the address to the new host. Should the
Client desire a specific domain name which is already owned by
another party and negotiations for said domain name must be
undertaken by the Developer, additional charges may apply. The
Client will be contacted in advance before any negotiations of
this nature are undertaken or charges are incurred.
The Developer will provide e-mail and telephone assistance to
the Client's designated representatives regarding management
of the Client's web site. Sometimes, however, training for
groups on-site at the Client's place of business is desired.
If this is desired the charges incurred by the Client for
training and the details of what will be provided will be
listed in Appendix A of this agreement.
5. Base Package / Graphic Creation / E-mail
This agreement contemplates up to 8 standard branding web
This contract also includes a provision to assist the Client
with e-mail setup using the maximum number of accounts allowed
by the hosting company chosen by the Client.
Final text should be supplied by the Client unless
otherwise specified in Appendix A. 500 words per page
approximate standard if not supplied via diskette. Web pages
of more than 1,200 words of text may be subject to additional
fees for increased formatting time.
This agreement contemplates up to an average of 12 external or
relative links per page and an e-mail response link on each
web page to any e-mail address the Client designates. This
agreement also contemplates making any link the Client desires
"pop up" in a new window if requested at the
specific dimensions and configuration specified by the Author.
8. Cross Browser Compatibility.
Our agreement contemplates the creation of a web site
viewable by both Netscape 4.0 and Microsoft Internet Explorer
4.0. Compatibility is defined herein as all critical elements
of each page being viewable in both browsers. Client is aware
that some advanced techniques on the Internet, however, may
require a more recent browser version and brand or plug-in.
Client is also aware that as new browser versions of Internet
Explorer and Netscape are developed, the new browser versions
may not be backward compatible. In the absence of a
Maintenance Agreement time spent to redesign a site for
compatibility due to the introduction of a new browser version
will be separately negotiated and in addition to the base
price of our agreement.
9. Graphic Creation / Banner Advertisements.
It is anticipated that the Developer will create, capture or
receive from the Client all the graphic elements necessary to
complete the Client's web site. This includes creating the
company logo, ancillary images and animated graphics. This
also includes scanning services as listed below. This contract
does not contemplate, however, the creation of banner
advertisements. Should the Client need animated banners, the
charge will be listed in Appendix A..
Images for inclusion on the Client's web site will be provided
by the Client. Photographic retouching of these images is
included in this agreement. If photographic capture is needed
subcontractors may be necessary or the Client may choose to
capture the photographs independently.
This agreement contemplates scanning up to 10 images for
the Client. It is contemplated that this will accommodate the
needs of most Clients. If more than 10 images need to be
scanned the charge for each will be £2.50 after the 10 image
allowance has been reached.
Please note: If you anticipate needing an extensive
scanning service, please discuss this need with Toolman Web
Design. Discounts are available for volume scanning services.
12. Page Redirection / Plug-in Technology
Java Script programming necessary to complete the Client's
site is included in the base price of this contract.
the presence or absence of a viewer's browser, plug-in, screen
resolution and platform. Note however, that if additional
pages are necessary to accommodate specific browsers, plug-in
technology, screen resolutions, or platforms additional
charges may apply if the 8 page maximum contemplated by our
agreement is exceeded.
13. Java Applets.
This agreement does not contemplate the use of Java Applets
unless specified in Appendix A. Clients are encouraged to not
use Java Applets as many viewers on America Online will be
served an error when trying to view the page. Java Applets may
also 'crash' older computers on download and download times
for some viewers can be excessive.
14. CGI / Perl.
This contract contemplates one basic form embedded on the
Author's web site with the data captured in each form
delivered to the Client at the Client's specified e-mail
address. If a specific script beyond this capability is
requested by the Client and it must be purchased by the
Developer at the Client's request, the charge for the script,
if any, will be billed back to the Client.
15. Macromedia Flash
Macromedia Flash is always an option to the Client's of the
Developer. If chosen, the specific understanding of our
arrangement will be listed in Appendix A. Although Flash work
is charged by the hour, the Developer warrants to protect the
client by specifying a maximum charge in advance which will be
listed in Appendix A.
The Developer warrants to work earnestly to come in under
the maximum charge.
Our base agreement does not contemplate using DHTML
technology. However, as with Macromedia Flash this is always
an option for the Author. If DHTML technology is desired by
the Author, the rate to program each DHTML page will be
specified in Appendix A. The Author understands that DHTML
technology may not work in older browsers and some DHTML
technology is not cross-browser specific.
17. Real Audio/Video.
Our base agreement does not contemplate using Real Audio
or Real Video on the Client's site. If chosen, however, the
charges for such will be listed in Appendix A.
18. QuickTime / QuickTime VR
Our agreement does not contemplate using QuickTime or
QuickTime VR technology on the Client's web site. This is,
however, certainly an option for the Client. If chosen, the
charges for such will be listed in Appendix A.
This contract contemplates the possibility of an
e-commerce enabled site. If a shopping cart is required for
the Client's site, default software and the host will be
chosen following discussion between the Developer and the
Client. The charges for the shopping cart will be listed in
Appendix A as an addition to the base price of this agreement.
20. Secure Certificate
This agreement contemplates the possibility of an
e-commerce enabled site. If the Client selects an e-commerce
enabled site, the Client is encouraged to obtain a secure
certificate for online transactions. The Client understands
that if they do not obtain their own secure certificate,
design capabilities on the shopping cart itself may be
21. Merchant Account
If the Client's web site requires the ability to accept credit
cards, the Client will need a Merchant Account. The Client
understands that any charges necessary to secure the Merchant
Account are not covered by this agreement.
22. CyberCash / Authorize.net
If the Client has a high volume / high sales web site,
real-time credit card processing will be desired as an
addition to Miva Merchant or Able Commerce technology. In this
instance, the Developer will assist the Client in obtaining
this service. Any charges related to this service are payable
to CyberCash or Authorize.net will be billable to the Client
as an addition to the base price of this agreement.
23. ASP / Cold Fusion.
Sites requiring database design may require Microsoft ASP
technology. Any charges applicable to ASP are in addition to
the base price of our agreement and will be listed in Appendix
This agreement does not include a provision for the creation
of a database unless specifically listed in Appendix A. If
your site requires a database the charges for such will be
listed in Appendix A.
25. Payment Terms / Work Flow
A minimum deposit of fifty percent (50%) is required to
Once the 50% deposit is received by the Developer basic
site design concepts will be put online for the Client's
viewing and approval. Alternatively, Developer may show Client
the designs in person via lap top computer. Communication
between the Developer and the Client is crucial during this
phase to ensure that the ultimate publication will match the
Client's taste and needs. Upon completion of this stage, the
Client will be asked to confirm acceptance for the basic site
design via e-mail or by signing a printed copy of the design.
Once this acceptance is received from the Client, the work
necessary to complete the project will begin.
Clients should continue, however, to continually view
updates to the site and express their preferences or dislikes
to the Developer. Upon completion of the web site, an e-mail
or letter and invoice will be sent to the Client advising the
Client that the work has been completed. Final payment of the
remaining 50% balance plus any additional charges incurred
will due within fifteen (15) business days after delivery of
this e-mail or letter and invoice. If the fifteen (15) day
minimum is not met an additional charge of 10% is due. If
payment is not made within thirty (30) days of notification,
simple interest will accrue on the balance owed at a rate of
18% from the date the 10% penalty was levied.
Developer reserves the right to remove all web content from
the Internet if payment is not made within thirty (30) days
after delivery of our completion notification. Most
frequently, problems making payment timely are the result of
poor communication channels in a company's Accounting
Department. If a payment delay is anticipated, please contact
the Developer to discuss potential problems in advance. If
problems are anticipated we may be able to accommodate an
26. Client Amends
itself in providing excellent customer service. That is the
spirit of our agreement and the spirit of the Developer's
business. To that end, we encourage input from the Client
during the design process.
The Developer understands, however, that Clients may
request significant design changes to pages that have already
built to the Client's specification. To that end, please note
that our agreement does not include a provision for
"significant page modification" or creation of
additional pages in excess of our agreed 8 page maximum. If
significant page modification is requested after a page has
been built to the Author's specification, we must count it as
an additional page.
Some examples of significant page modification at the
request of the Author include:
- Developing a new table or layer structure to accommodate
a substantial redesign at the Client's request.
- Recreating or significantly modifying the company logo
graphic at the Client's request.
- Replacing more than 50% of the text to any given page at
the Client's request.
- Creating a new navigation structure or changing the link
graphics at the Author's request.
- Significantly reconfiguring the Client's shopping cart
with new product, shipping or discount calculation if an
e-commerce enabled site has been selected by the Client.
Clients who anticipate frequently changing the look of
their site during the design process and Clients who desire to
be intricately involved design of each page are encouraged to
negotiate an agreement which exceeds the 8 page maximum. If
significant page modification is requested by the Client after
the 8 page maximum has been reached the charge will be £50.00
for each additional page. Moderate changes, however, will
always be covered during our development of the site and also
covered by our one month of free maintenance.
Again, we strive to accommodate the needs of each Client
and we maintain a liberal redesign policy. We can not,
however, provide major redevelopment services to the in excess
of the 8 page maximum contemplated by this agreement.
27. Maintenance Agreements
Maintenance Agreements are negotiated on a Client by Client
basis as each Client will have differing needs. This is
another way the Developer seeks to help the Client control
cost. If you have chosen a Maintenance Agreement the terms of
such will be listed as Appendix B to this agreement.
offers two kinds of maintenance agreements. In one, the Client pays a
fixed monthly rate for such things as changing price to an item, adding
additional inventory, making moderate graphic changes, and coordinating
delivery of the web site with the Host Provider. In the other
agreement, the customer pays on an 'as needed' hourly basis.
28. Third Party or Client Page Modification
Some Clients will desire to independently edit or update
their web pages after completion of the site as a way to
control costs and avoid the expense of a Maintenance
Agreement. This is always an option for Clients of the
Developer. If the Client desires this capability, it will be
specifically listed in Appendix B.
Note however, that if this option is selected and the
Client or an agent of the Client other than the Developer
attempts to update the web site and damages the design or
impairs the ability for the web pages to display or function
properly, time to repair the web pages will be assessed at an
hourly rate of £30. There is a one hour minimum. In this
regard, Clients are encouraged to obtain a Maintenance
29. CD Burning.
The Developer will burn one copy of the Client's web site into
a CD at the Client's request upon completion of the site.
Additional copies of the CD are available for £15.00 each.
30. Search Engine Registration
The Developer will optimise the Clients web site with
appropriate titles, keywords, descriptions and text and
thereafter submit the Client's web site to each of the major
search engines and directories including.
31. Assignment of Project
The Developer reserves the right to assign certain
subcontractors to this project to insure the right fit for the
job as well as on-time completion. The Developer warrants all
work completed by subcontractors for this project. When
subcontracting is required, the Developer will only use
industry recognized professionals.
32. Additional Expenses.
Client agrees to reimburse the Developer for any critical
Client requested expenses necessary for the completion of the
project. Examples would be:
- Purchase of specific fonts at the Client's request,
- Purchase of specific photography at the Client's request.
- Purchase of specific software at the Client's request.
33. Copyrights and Trademarks
The Client represents to the Developer and unconditionally
guarantees that any elements of text, graphics, photos,
designs, trademarks, or other artwork furnished to the
Developer for inclusion in the Client's web site 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, and defend the Developer and its
subcontractors from any claim or suit arising from the use of
such elements furnished by the Client.
Authorized representative of the Client certifies that he or
she is at least 18 years of age and legally capable of
entering into a contract on behalf of the Client.
35. Limited Liability
Author 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 wares web site for the Client. The Developer
reserves the right to determine what is and is not
Client agrees that it shall defend, indemnify, save and
hold the Developer harmless from any and all demands,
liabilities, losses, costs and claims, including reasonable
lawyers fees associated with the Developer's development of
the Client's web site. This includes Liabilities asserted
against the Developer, it's subcontractors, it's agents, its
clients, servants, officers and employees, that may arise or
result from any service provided or performed or agreed to be
performed or any product sold by the Client, its agents,
employee or assigns.
Client also agrees to defend, indemnify and hold harmless
the Developer against Liabilities arising out of any injury to
person or property caused by any products or services sold or
otherwise distributed over the Client's web site. This
includes infringing on the proprietary rights of a third
party, copyright infringement, and delivering any defective
product or misinformation which is detrimental to another
person, organization, or business..
37. Laws Affecting Electronic Commerce.
The 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 the Developer and its
subcontractors from any claim, suit, penalty, tax, or tariff
arising from the client's use of Internet electronic commerce.
Author also understands that the Developer can not provide
38. Ownership to Web Pages and Graphics.
Copyright to the finished assembled work of web pages produced
by the Developer and graphics shall be vested with the Client
upon final payment for the project. This ownership is to
include, design, photos, graphics, source code, work-up files,
text, and any program(s) specifically designed or purchased on
behalf of the Client for completion of this project.
39. Design Credit.
Client agrees that the Developer may put a by-line on the
bottom of their http://www.brdesign.orgl or main.html web page establishing
design and development credit. Client also agrees that the web
site created for the Client may be included in the Developer's
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.
41. Author Referral Commission Program
The Developer recognizes 'word-of-mouth' advertising as
our most favourable method of developing new business. As such,
we want to reward customers who are pleased with our work and
refer us to another individual, business, or organization.
If you refer our services to another party and we
ultimately establish a contract with that party, we will
provide you, the Client, with two months of free maintenance
service. For Clients who regularly help us attract new
clients, this can result in a virtually free Maintenance
42. Completion Date
The Developer and the Client must work together to complete
the web site in a timely manner for both parties to remain
We agree to work expeditiously to complete this project no
Cancellation of the project at the request of the Client must
be made by certified letter. In the event that work is
postponed or cancelled at the request of the Client by
registered letter, the Developer shall have the right retain
the original 50% deposit. In the event this amount is not
sufficient to cover the Developer for time (£30 per hour) and
expense already invested in the project additional payment
will be due. If additional payment is due, this will be billed
to the Client within 10 days of notification via registered
letter to stop work. Final payment will be expected under the
same terms as listed in Article 25 above.
45. 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. Specific details of our agreement will be
attached as Appendix A, Appendix B, and Appendix C.
Both parties warrant that they have read and understand the
terms set forth in this agreement.
On behalf of the Client ._______________________
On behalf of the Developer_____________________
Thank you for choosing BR Design.