Terms and Conditions
The agreement contained in this contract constitutes the sole agreement between Client and Net Business Group, LLC (NBG) regarding all items included in this agreement.
TARGET COMPLETION DATE. From the start of this assignment (date of contract acceptance and receipt of initial payment) it is agreed that NBG will make its best efforts for development for this project to take between [time specified on Work Order] after delivery of all assets (e.g. content, logo, site map, content, graphics, and multimedia) to NBG. Every effort will be made on the part of NBG to meet the target launch date set by the Client. However, the target launch date listed here can only be achieved if all assets are delivered to NBG by no later than 7 – 10 days after date of contract acceptance. Failure to deliver all assets by that date releases NBG from any guarantees or liabilities related to failure to launch site by the target date listed.
Additionally, in the event that the Client has not submitted all necessary assets within six weeks after signing of this contract, an additional continuation fee of 10% of the total contract price will also be assessed each month until the website is published.
MAINTENANCE & HOURLY RATE. Upon launching the site, the Client is granted a “settling-in period” of three weeks where minor changes to a page can be requested at no charge. This does not include structural changes the overall site. After the “settling-in period” maintenance required of the site will be charge at an hourly rate of $85 per hour. This rate is effective through 12/31/2021. Time will be charged in 15-minute increments. Optionally, Client may enter into one of the many Support Contracts offered by NBG
PAYMENT SCHEDULE. Payment schedule shall be noted on the attached Work Order. In the event Client fails to make any of the payments referenced by the deadline set forth as invoiced, NBG has the right, but is not obligated, to pursue any or all of the following remedies: (1) terminate the Agreement, with no further work due, and no monies refundable, (2) remove the project from public access, (3) bring legal action. Final payment is due upon site launch date, or when NBG has completed all work and client is in control of when site goes live. Failure to pay within fifteen (15) days of that time frame will result in the website being taken offline and loss of all rights to its use or duplication. If Client has provided a credit card for the initial payment, then it is hereby agreed by both parties that NBG shall charge the provided credit card for any other payments as they become due. Debt collection fees required to receive final payments are the responsibility of the Client.
DESIGN CHANGES. The Client assumes that all additions, alterations, changes in content, layout or process changes requested will alter the time and cost. The Client shall offer NBG the first opportunity to make any changes. If the Client or an agent other than NBG attempts to update the website’s pages, infrastructure, or source files in a way that causes damage to individual pages or the site’s architecture, time to repair web pages will be assessed at triple the hourly rate.
OWNERSHIP & COPYRIGHTS. Ownership (copyright and title) of the final work become the property of the Client, having unlimited, indefinite, and royalty-free use of the files upon payment of all fees. NBG retains rights to display the website in portfolio and advertising materials. All concepts, or other preliminary materials, which are not selected by the Client or are not included into the final delivery, remain the full property of NBG.
All material including text, images and code supplied by the Client and used in the construction of the Client’s website, will remain the Client’s property. All such material will be assumed to be the property of the Client and free to use without fear of breach of copyright laws. The copyright for any material provided by Designer, such as HTML code, graphics, photographs and text, but excluding software code, will remain the property of Designer until payment has been made in full whereupon they will become the property of the client.
The Client will have access to the entire website through the hosting control panel and ftp access options and may take the code to another developer for purposes of maintaining or extending upon the system. NBG reserves the right to terminate Hosting Service for any clients that are not having the website maintained by NBG. NBG will allow client a minimum of 60 days to address any site relocation and will assist any 3rd party service provider with any desired information.
WORDPRESS & PLUGINS. If website is built upon the WordPress software application, then Client hereby acknowledges that the WordPress System should be updated to the most current version each time WordPress publishes an update. Client will perform this task themselves or engage NBG to manage this process for them. Client further acknowledges that when WordPress is updated all associated Plugins should also be updated and site and system compatibility tested. Client additionally acknowledges that some purchased Plugins and or Themes used in development of their site may have small yearly renewal fees to be paid to the Plugin publishers for continues support and updates.
CREDIT LINES. NBG shall receive a credit line with any editorial or development usage. Client agrees to reference NBG as the site design/developer in the footer of the home page in the following format; “Site by NBG” with NBG being hyperlinked to NBG website. Client may remove this reference with a one-time payment equal to 10% of the total project cost paid to NBG.
RELEASES. NBG assumes the Client has permission from the rightful owner to use any images or design elements that are provided for inclusion in the website, and will hold harmless, protect, and defend Net Business Group, LLC from any claim or suit arising from the use of such elements. The Client shall indemnify NBG against all claims and expenses, including attorney’s fees, due to the uses for which no release was requested in writing or for uses that exceed authority granted by a release.
CONTRACT MODIFICATIONS. Modifications of the terms of this contract must be written and authorized by both parties, involving the implementation of a new version of the contract as a whole following standard procedures of documentation and approval.
WARRANTY OF ORIGINALITY. NBG warrant the project will conform to the specifications. If the project does not conform to the specifications, NBG shall be responsible to correct the project without unreasonable delay, at NBG’s sole expense and without charge to Client, to bring the project into conformance with the Specifications. This warranty shall be the exclusive warranty available to the Customer. Client waives any other warranty, express or implied. Client acknowledges that NBG does not warrant that the project will work on all platforms, but specifically the platform it is delivered upon. Client acknowledges that the Company is not responsible for the results obtained by the Client. Client waives any claim for damages, direct or indirect, and agrees that its sole and exclusive remedy for damages (either in contract or tort) is the return of the consideration paid to NBG.
Both Parties acknowledge that the final site will contain scripts/code/images provided by third party vendors or contractors and as such Client will honor all usage rules and regulations required with use of said third party material/content and/or code.
CONFIDENTIALITY AND NONDISCLOSURE. NBG agrees to hold confidential or proprietary information or trade secrets (“confidential information”) in trust and confidence and agrees that it shall be used only for the purposes of the web site project, shall not be used for any other purpose, or disclosed to any third party. No copies will be made or retained of any written information or prototypes supplied without the permission of the Client. At the conclusion of any discussions, or upon demand by the Client, all confidential information, including prototypes, written notes, photographs, sketches, models, memoranda or notes taken shall be returned to the Client. Confidential information shall not be disclosed to any employee, consultant or third party unless they agree to execute and be bound by the terms of this Agreement and have been approved by the Client.
TRADEMARKS AND SERVICE MARKS. NBG assumes that the Client has performed research on the company name to be sure the name is not already in use and secure a trademark or service mark to protect the Client’s legal rights to any name or image. NBG is not and will not be held responsible for any legal action that may result from improper due diligence on the availability of a company name or image.
LIMITATION OF LIABILITY. Client agrees that it shall not hold NBG or its agents or employees liable for any incidental or consequential damages that arise from NBG’s failure to perform any aspect of the project in a timely manner, regardless of whether such failure was caused by intentional or negligent acts or omissions of NBG or Client, any Client representatives or employees, or a third party.
ABANDONMENT. If the Client fails to respond to information requests by NBG via phone, email, or other communication methods for a period of 45 days, the project is considered abandoned and is closed. Ownership of all copyrights and the original artwork shall be retained by NBG. All fees collected by NBG to date are non-refundable. Additional expenses or time already incurred shall be paid by the Client. An administrative fee of $250 will be assessed if the Client wishes to re-open the abandoned assignment.
CANCELLATION. In the event of cancellation of this assignment, ownership of all copyrights and the original artwork shall be retained by NBG, and a cancellation fee for work completed, and expenses already incurred, shall be paid by the Client. A 100% cancellation fee is due once the project has been finished, whether delivered to the Client or not.
DISPUTE RESOLUTION. Any disputes in excess of the maximum limit for small-claims court arising out of this Agreement shall be submitted to binding arbitration before a mutually agreed-upon arbitrator pursuant to the rules of the American Arbitration Association. The Arbitrator’s award shall be final, and judgment may be entered in any court having jurisdiction thereof. The Client shall pay all arbitration and court cost, reasonable attorney’s fees, and legal interest on any award of judgment in favor of NBG. All actions, whether brought by Client or by NBG will be filed in the State of Pennsylvania.