TERMS OF REFERENCE

  1. This contract covers the development of website by BLACK-PREMIUM DEVELOPERS for The Client covering the business case of Design and Develop a website for academic activities. The detailed specifications of the website will be detailed in an associated consultation document (Proposal).

 

  1. The estimate included here covers only the work described in this contract and the associated consultation document. Additional work will result in additional charges.

 

  1. Additional Work:

 

  • Addition of pages, graphics, or any significant features
  • Any graphic, page design template or page design requiring more than three rounds of revisions
  • Revisions to text content provided ready for publication
  • Changes to finalized elements
  • Significant changes in plan, scope or direction of the project

 

  1. In the case of additional work, The Client will be provided with a written change order including an estimate for the additional work. Additional work will not proceed without client agreement.

TIMELINESS

  1. a) Time is of the essence in this contract. The Client will provide all content in digital form and ready for publication. Content will be provided in an orderly and timely manner and clearly labelled indicating the intended use on the website.

PROCESS

  1. The process for the creation of visuals, such as graphics and page designs, consists of BLACK-PREMKIUM DEVELOPERS providing drafts and asking for feedback from The Client. Feedback is then used to produce another draft. This estimate assumes that three rounds of this process will suffice for each design element.
  2. BLACK-PREMKIUM DEVELOPERS may use qualified subcontractors under supervision for any or all work on this contract. In such a case, BLACK-PREMKIUM DEVELOPERS will remain as the single point of contact.

DESIGNER CREDENTIALS

  1. a) BLACK-PREMKIUM DEVELOPERS is entitled, but not obliged, to place an unobtrusive credit in the footer of each page on the website. The format of the credit will be a text-only link in the manner of “Website Design and Development by “BLACK-PREMKIUM DEVELOPERS. BLACK-PREMKIUM DEVELOPERS are also entitled, but not obliged, to reproduce samples of The Client‘s website in BLACK-PREMKIUM DEVELOPES print and online portfolios and in any marketing materials. In the event that the website is being designed by The Client as a third-party supplier to another client, this clause is null and void.

OWNERSHIP

  1. The status of this contract is a client/supplier relationship between BLACK-PREMKIUM DEVELOPES and The Client, and is not a work-for-hire arrangement. BLACK-PREMKIUM DEVELOPERS will at all times be considered a freelance company/individual.

 

  1. Assignable copyright to the final website produced by BLACK-PREMKIUM DEVELOPERS shall be retained by BLACK-PREMKIUM DEVELOPERS. Upon full payment of all outstanding invoices due, The Client is fully licensed to use and freely reproduce these products for their own purposes. Copyright on customer logos and branding material designed by BLACK-PREMKIUM DEVELOPERS   under this contract is transferred to The Client upon full payment of all invoices.

 

  1. Restrictions
    • This licence may not be sold, re-sold or transferred to any third party or subsequent corporation.
    • Secondary materials created by BLACK-PREMKIUM DEVELOPERS during production, including drafts, plans, graphic source files and templates, are not a deliverable in this contract, and remain the sole property of BLACK-PREMKIUM DEVELOPERS

CONTENT & COPYRIGHT

  1. The Client is solely responsible for the editorial content of the material included on the website. Any material content provided by BLACK-PREMKIUM DEVELOPERS will be copyright free, and not copied from any other website. The Client agrees that it will defend and indemnify (hold harmless) BLACK-PREMKIUM DEVELOPERS from any suit, demand, or claim resulting from the editorial content of the website, except in the case of any content wholly provided by BLACK-PREMKIUM DEVELOPERS not copy checked by The Client. All copy supplied by BLACK-PREMKIUM DEVELOPERS to The Client will be copy checked and signed for by The Client.

 

  1. The Client represents to BLACK-PREMKIUM DEVELOPERS unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to BLACK-PREMKIUM DEVELOPERS for inclusion in The Client’s web website 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 BLACK-PREMKIUM DEVELOPERS its subcontractors from any claim or suit arising from the use of such elements furnished by The Client.

 

  1. BLACK-PREMKIUM DEVELOPERS represents to The Client and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to The Client for inclusion in The Client’s web website are owned by BLACK-PREMKIUM DEVELOPERS, or that BLACK-PREMKIUM DEVELOPERS have permission from the rightful owner to use each of these elements, and will hold harmless, protect and defend The Client from any claim or suit arising from the use of such elements furnished by BLACK-PREMKIUM DEVELOPERS.

CANCELLATION

  1. a) Either party may cancel this agreement in writing. In the event of the cancellation of this assignment, or any delay of more than 30 days, we will invoice you for the greater of either:

 

(1) All work completed up to the date of notification, based upon the percentage of the project finished, including expenses; or

(2) 20% of the agreed-upon estimate plus expenses,

 

…and this contract shall be considered fulfilled by BLACK-PREMKIUM. All incomplete work will remain the property of BLACK-PREMKIUM DEVELOPERS. All payments already made will first be applied to these charges. In the event of BLACK-PREMKIUM DEVELOPERS cancelling this agreement, any unused funds from the deposits will be refunded within 90 days.

CONFIDENTIALITY

  1. BLACK-PREMKIUM DEVELOPERS will maintain the confidentiality of The Client’s source materials, technical and marketing plans and all other sensitive information.

 

  1. Any corporate secret documents provided to BLACK-PREMKIUM DEVELOPERS by The Client will be returned to The Client immediately upon request, or at the completion of the contract, whichever occurs first.

SINGLE POINT OF CONTACT

  1. a) To prevent delays in the execution of this contract, both BLACK-PREMKIUM DEVELOPES and The Client will have a designated single point of contact. This person should be of seniority and authorized to agree all contractual and deliverable aspects of the web development.

CLIENT / THIRD PARTY AMENDMENTS

  1. a) Development of the website under this contract is the responsibility of BLACK-PREMKIUM DEVELOPERS. Should the design, usability or functionality of the website be compromised by The Client or any third party contractor under their instruction, BLACK-PREMKIUM DEVELOPERS may, at their sole discretion, invoice for any remedial work required.

LEGAL AGREEMENTS

  1. BLACK-PREMKIUM DEVELOPERS will not be liable to The Client or to any third party for any damages arising from the use of the web website.

 

  1. BLACK-PREMKIUM DEVELOPES and The Client agree that any dispute arising out of this Agreement shall first be resolved by mediation, if possible. This contract was entered into in {location of jurisdiction}, and any necessary arbitration or litigation will take place in this country.

 

  1. BLACK-PREMKIUM DEVELOPERS shall not be liable for any delay or failure to perform any part of the Agreement to the extent that such delay or failure is caused by fire, flood, weather, explosion, accident, war, strike, embargo, government requirement, civil or military authority, Act of God, civil unrest, inability to secure material or labour or any other cause beyond its reasonable control.

 

  1. This Agreement may have attachments consisting of one or more initialled and dated CHANGE ORDERS, whose terms shall become part of this contract.

 

  1. If any term of this Agreement or its application is judicially or otherwise held to be invalid or unenforceable, or if the parties mutually agree in writing to any variation or revision of this Agreement, the remainder of this Agreement and its application shall not be affected and this Agreement shall remain in full force and effect.

 

MAINTENANCE / TECHNICAL SUPPORT

  1. BLACK-PREMKIUM DEVELOPERS will correct any errors free of charge for a period of 90 days from completion of contract. Changes relating to modifying correct content or additional pages are not covered by maintenance, and will be invoiced at our normal hourly rate.

 

  1. This contract does not include technical support for any items unrelated to the terms of reference. Email issues and general PC / Network issues should be directed to The Client‘s technical support people. Correction of any technical issues not related to this web development contract may be declined or charged at BLACK-PREMKIUM DEVELOPES normal hourly rate, at BLACK-PREMKIUM DEVELOPES

 

  1. Ongoing maintenance of this website will be covered by a separate Maintenance

Contract, or may be charged on a per-issue basis at BLACK-PREMKIUM DEVELOPES normal hourly rate (charged in 30-minute intervals