Hereafter, the client will be known as the “Client” and Neligan Designs will be known as the “Developer.” The use of services from Developer constitutes agreement to these terms.
1. Copyrights and Trademarks
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.
2. 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 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.
3. Indemnification
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 attorney’s fees associated with the Developer’s development of the Client’s Web site. This includes Liabilities asserted against the Developer, its subcontractors, agents, 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.
4. Laws Affecting Electronic Commerce
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. Client also understands that the Developer can not provide legal advice.
5. Design Credit
Client agrees that the Developer may put a byline on the bottom of their primary or ‘home’ 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 portfolio.
6. Nondisclosure
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.
7. Author Referral Commission Program
Developer recognizes ‘word-of-mouth’ advertising as our most favorable 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 one month of free maintenance service (not to exceed eight hours).
8. Completion Date
Developer and Client must work together to complete the Web site in a timely manner for both parties to remain profitable. A rough draft will be available online within two weeks after receipt of deposit. Site will be completed within three weeks after approval of rough draft.
Client agrees to provide Developer with any and all content, graphics, and other information necessary to complete the Web site within an agreed amount of days of the date the Agreement is signed.
Should Client not provide Developer with all content, graphics, and other information within an agreed amount of days of the date the Agreement is signed, payment in full for completed work will be due immediately and the contract will be considered completed.
9. Cancellation
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 to retain the original deposit. In the event this amount is not sufficient to cover the Developer for time (€150 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.
10. Arbitration
Any disputes in excess of €1,000 (or the maximum limit for small claims court) arising out of this Agreement shall be submitted to binding arbitration before a mutually agreed upon Arbitrator suitor pursuant to the rules of the Irish or International Arbitration Association. The Arbitrator’s award shall be final, and judgement may be entered in any court having jurisdiction thereof. The Client shall pay all arbitration and court costs, reasonable attorney’s fees and legal interest on any award or judgement in favour of the Developer.
11. 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 upon deposit being paid. It is the spirit of this agreement that this will be a mutually beneficial arrangement for the Client and the Developer.