Terms and Conditions

Website Design & Development Terms & Conditions
(For Client)

ENGAGEMENT & SCOPE OF AGREEMENT
WHEREAS the Developer is in business of proving certain services for web development and the Client hereby hires the Developer for the design and development of a website which will be live on a domain. Website-Direct.Biz hereby accept this project pleasurably and will create the complete Website as specified by the Client and extend best efforts to ensure that the design and functionality of the Website meets the Client’s specifications. The Developer agrees to render such professional services and high quality production in a time frame set forth in this agreement. Developer agrees to provide the services specified and as amended from time to time by the Client. The services shall be provided in accordance with the provisions of this Agreement. The Client agrees to pay Developer for the services in accordance with the fee scheduled in this agreement.

WHEREAS, in consideration of the mutual agreements and covenants contained therein and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, it is mutually agreed and covenanted by and between the Parties to this Agreement, as follows:

1. Developer’s Responsibilities
The Developer agrees to create the Website in accordance with the specifications, instructions and materials provided by the Client and as discussed between both Parties or and other instructions from time-to-during the terms of this Agreement (the “Specifications”). The major specification cannot be changed once work on project has been started.

2. Assignment of Work
The Developer reserves the right to assign work to other Developers, developers, employees, or sub-contractors in assurance of on-time delivery and quality of work.

3. Specifications
The Developer agrees to create the website in accordance with the following specifications:
£ Number pages website design agreed upon before starting work.
£ The pages will be titled as required.
£ Colours for the design will be based on the Client’s logo or specifications.
£ Complete user interface, icons, logos, screens and any other visuals.
£ Database and Commerce Support and Features to run it for the financial purposes (if required).
£ Administrative access to the Client to manage all the business related features and benefits.
£ Deployment of the Website on hosting for admin panel, domain, system administration and configuration.
£ Installations of feature as per criteria requested by the Client as per discussion between Client and Developer.
£ Complete user interface, icons, screens and any other visuals.
£ Integration with the ISP, hosting provider or any other third parties interaction.
£ Payment Gateway Integration for the Website as per selection of the Client (if required).
£ A favicon (favourite icon) will be developed and included in the website.
£ Website will be created responsive for viewing on various devices/platforms.
£ Royalty free graphics can be provided as requested and needed.
£ Other __________________________________________________________________

4. Client’s Obligations
The Client will provide all the data, information and requirements time to time on the demand of Developer which shall be used for development the Website. All data, materials, text, graphics, and other content for Website will be supplied on time by the Client. All digital materials will be provided in required appropriate file formats i.e. HTML format, standard word processing text format, or, if images, digitally in TIFF, GIF, JPEG, or Photoshop format. The Client agrees to provide all materials within a reasonable time for Developer to timely meet the requirements of the development schedule. If required the Client is responsible to purchase hosting and domain recommended by the Developer. Domain names will be registered under the Client’s name.

5. Revisions
Only three minor revisions will be provided by the Developer. The Project details may not be changed once this Agreement is in place and any edits or rework must take place within the scope of what’s described there. The Developer is not responsible to work without extra payment that is out of scope and if Client changes the scope the price may vary and shall be agreed with mutual consent according to the new scope and requirements. Cost for the scope changing may be charges. If required both Parties may amend the price or turnaround with mutual consent and Developer may send offers to the Client. Any work uploaded online to web address will result to consider that closing on any changes and completes the transaction.

6. Communication
Both Parties will contact via email as the primary mode of communication although any other medium may also be used for communication during the project. Hence, the Developer shall expect the Client to check email on regular basis to keep track of project progress which will be communicated via email. The Client will review draft work and provide feedback and approval in a timely manner.

7. Fee Structure
Total Fee for the design and development of this website is agreed before starting the work. The fee includes all design work, all development work, and all graphic work required for this website. Changes in the Client input or direction or excessive changes will be charged at cost which will be agreed upon the nature of work. Any additional services which the Client wishes the Developer to create which is not specified in the description of this agreement will be considered an additional service. Such additional work shall require a separate Agreement and payment separate from and above that specified in this Agreement.

8. Payment
Payment shall be advanced to the Developer in phases as follows:
Upon signing of this Agreement, the Client shall pay 50% out of total Fee. The Client shall pay the remaining 50% balance on completions of all work and website uploading on the web address. The Client will be liable to full sum of fee on handing over the website. Late Fee past thirty days will be charged at 2% per month. The website can be removed from the web space if payment is not received in a timely manner.

9. Maintenance of Website
The Developer will be responsible for the maintenance and updating of the website. Maintenance and updating of the website will be covered in a separate Agreement.
Following are Maintenance options (one will be chosen for contract):
a) The Client will pay per month to maintain the Client’s Website, including unlimited updates.
b) The Client will pay per update to the Website.

10. Future Support & Services
The Developer may provide full support and services on request of the Client for the Website which shall be needed in future time to time with the additional cost which is not included in this agreement. Future support will only be provided on:
a) Compatibility with newer version of operating systems, browsers or platforms.
b) To resolve any problems with the ISP, hosting provider or any other third parties.
c) Solution of any problems, bugs and errors.
d) Re-skinning and redesigning the user interface of the Website.
e) Addition of any new feature and functionality.
f) Migration from current host server to another.
g) Translation or development in any other language.

11. Delivery of Deliverables
Upon Client’s approval of the final Website, or upon termination of this Agreement, whichever occurs earlier, Developer shall deliver to Client administrative access to the website or admin panel and will give all code, documentation, reports, images, artwork, text, and other materials developed by Developer in the course of its performance under this Agreement and any other terms reasonably necessary for the operation of the Website, other than third party operating system software, and hardware, and all changes and enhancements. The Client shall have exclusive rights of ownership on Website including all intellectual property or copyright rights subjected to the Client as specified.

12. Cancellation
In the event that work is postponed or cancelled at the request of the Client, the Developer shall have the right to bill pro rata for all work completed through the date of that request, while reserving all rights under this Agreement. If additional payment is due, this shall be payable within thirty days of the Client notification to stop work. In the event of a cancellation, the Client shall also pay any expenses incurred by the Developer and the Developer shall own all rights to the work completed.

13. Non-Disclosure
In order to ensure the safety of information, the Parties are agreed upon adhere to the confidentiality expectations of each other. The Client shall not share any confidential information, pricing, development strategy or other information to any third party/person.

14. Independent Contractor
The Developer, in rendering performance under this Agreement, shall be deemed an independent contractor and nothing contained herein shall be construed as constituting an employment, joint venture, or partnership relationship between Developer and Client. The Parties shall be responsible for and shall hold each other harmless for any and all claims for taxes, fees, or costs, including but not limited to withholding or income tax.

15. Notices & Communication
Any notices which may be given by a Party under this Agreement shall be deemed to have been duly delivered if delivered by hand, post, facsimile transmission or electronic mail to the address of the other Party as specified in this Agreement or any other address notified in writing to the other Party.

16. Entire Agreement
This Agreement, including the Exhibits, constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties.

17. Governing Law
This Agreement shall be governed, construed, and enforced in accordance with the laws of Singapore including international laws without regard to its conflict of laws rules. In the event that litigation results from or arises out of this Agreement or the performance thereof, the Parties agree to reimburse the prevailing Party’s reasonable legal fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing Party may be entitled.

18. Severability
Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provisions had never been contained herein.

19. Force Majeure
A Party shall not be considered in breach of or in default under this Agreement on account of, and shall not be liable to the other Party for, any delay or failure to perform its obligations hereunder by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar event beyond that Party’s reasonable control (each a “Force Majeure Event”); provided, however, if a Force Majeure Event occurs, the affected Party shall, as soon as practicable:
a) notify the other Party of the Force Majeure Event and its impact on performance under this Agreement; and
b) use reasonable efforts to resolve any issues resulting from the Force Majeure Event and perform its obligations.

20. Addendum
According to the requirements in future, further terms and conditions could be entered with the mutual understanding of both the Parties and in that conditions both Parties have to sign a new Agreement or Addendum Deed. No amendment, change, or modification of this Agreement shall be valid unless in writing and signed by both Parties.

21. Successors & Assigns:
All references in this Agreement to the Parties shall be deemed to include, as applicable, a reference to their respective successors and assigns. The provisions of this Agreement shall be binding on and shall inure to the benefit of the successors and assigns of the Parties.

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*This Term & Conditions is subjected to changes by Management of Website-Direct.Biz*