Let's discuss the Terms on which VDezine...
We offer a core set of design, development & marketing deliverables to help improve the online visibility and impact of your business.
- WORK TERMS
We promise that, except for anything that you gave us to incorporate into the design(s):
- Our work will be original and will not be copied in whole or in part from any other work;
- We own the rights that we give you under this Agreement, or we have secured such rights to any third-party content incorporated into our final design(s); and
- Our work does not violate the patent, copyright, trade secret or other property right of any person, firm or entity.
We promise that this Agreement does not conflict with any other contract, agreement or understanding to which we are a party. Finally, we promise that we’ll hold and maintain in strict confidence any confidential information that you provide us (such as proprietary technical or business information) and we will not disclose such information to any third party except as may be required by a court or governmental authority.
All design work and the draft showcase will be published on our test server that could be used to view the design on a browser or for review purpose. Before the final payment settlement is done, we will in no condition share any editable source file or any artwork that contains our work and labor.
Once the payment is settled and both party agree, every asset, editable source file, document, artwork, programmed files will be shared through a 3rd Party Sharing Service like Dropbox, Google Drives or emails. All the files will also be published on your FTP server and hence the final code will always be safe with you.
- FEES AND DEPOSITS
A 50% deposit of the total fee payable under our proposal is due immediately upon you instructing us to proceed with the website design and development work. The remaining 50% shall become due when the work is completed to your reasonable satisfaction but subject to the terms of the "approval of work" and "rejected work" clauses. We reserve the right not to commence any work until the deposit has been paid in full.
The 50% deposit is only refundable if we have not fulfilled our obligations to deliver the work required under the agreement. The deposit is not refundable if the design/development work has been started and you terminate the contract through no fault of ours.
- SUPPLY OF MATERIALS
You must supply all materials and information required by us to complete the work in accordance with any agreed specification. Such materials may include, but are not limited to, photographs, written copy, logos and other printed material. Where there is any delay in supplying these materials to us which leads to a delay in the completion of work, we have the right to extend any previously agreed deadlines by a reasonable amount.
Where you fail to supply materials, and that prevents the progress of the work, I have the right to invoice you for any part or parts of the work already completed.
- VARIATIONS
We will provide 1 home page design for the website. We will be pleased to offer you the opportunity to make revisions to the design upto 2 times. However, in case of requirement for additional design changes more than 2 times or as per mutual agreement, that may arise due to change or modification in original design specification, we may charge extra at a mutual agreed rate. In case you want an additional design for the website home page after reviewing the first design or 2 designs are required initially, the second design will be charged at the same rate as the first one.
The website development phase is flexible and allows certain variations to the original specification. However any major deviation from the specification will be charged at an agreed rate.
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PROJECT DELAYS AND CLIENT LIABILITY
Any time frames or estimates that we give are contingent upon your full co-operation and complete and final content in photography for the work pages. During design/development there is a certain amount of feedback required in order to progress to subsequent phases. It is required that a single point of contact be appointed from your side and be made available on a daily basis in order to expedite the feedback process.
If the project gets delayed by 1 month without you taking any action on project initiation and not our fault, the project might get stalled and the project advance will get forfieted. However, if we delay the project for 1 month without any initiation of the work, we will be liable to pay back the whole advance amount.
This clause pretains only to the project initiation (creating home page design, sharing of content, images etc.) and not completion of the project. Dedalines in completion of the project can be adjusted based on mutual consent and no penalty/advance forfiet happens in case of project completion.
- APPROVAL OF WORK
On completion of the work you will be notified and have the opportunity to review it. You must notify us in writing of any unsatisfactory points within 5 days of such notification. Any of the work which has not been reported in writing to us as unsatisfactory within the 5-day review period will be deemed to have been approved. Once approved, or deemed approved, work cannot subsequently be rejected and the contract will be deemed to have been completed and the 50% balance of the project price will become due.
- REJECTED WORK
If you are not satisfied with the quality of work delivered to you in the first draft, you have full right to cancel the project or modify it. However, No refund will be done for the token money taken to show the first draft.
- PAYMENT
Upon completion of the 7-day review period, I will invoice you for the 50% balance of the project.
- WARRANTY BY YOU AS TO OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS
You must obtain all necessary permissions and authorities in respect of the use of all copy, graphic images, registered company logos, names and trade marks, or any other material that you supply to us to include in your website or web applications.
You must indemnify us and hold us harmless from any claims or legal actions related to the content of your website. You also grant us a nonexclusive, nontransferable license to use, reproduce, modify, display and publish the provided 'Client Content' solely in connection with our work for you. You affirm and represent that our agreement does not conflict with any other contract, agreement or understanding to which you are a party.
- LICENSING
After you pay us in full, you will own rights to the final design(s) that you approve and we create for you as per our agreement. We own all of the concepts/preliminary designs created before you select the final design(s), except for elements in those concepts that are incorporated into the final design(s) that we deliver to you. You will receive rights for the final design(s) only.
- CONSEQUENTIAL LOSS
We will not be liable for any loss or damage which you may suffer which is in any way attributable to any delay in performance or completion of our contract, however that delay arises.
- SUBCONTRACTING
We reserve the right to subcontract any services that we have agreed to perform for you as we see fit. However it will be notified to you in advance.
- NON-DISCLOSURE
We (and any subcontractors we engage) agree that we will not at any time disclose any of your confidential information to any third party.
- ADDITIONAL EXPENSES
You agree to reimburse us for any requested expenses which do not form part of my proposal including but not limited to the purchase of templates, third party software, stock photographs, fonts, domain name registration, web hosting or comparable expenses.
- BACKUPS
You are responsible for maintaining your own backups with respect to your website and we will not be liable for restoring any client data or client websites except to the extent that such data loss arises out of a negligent act or Comission by us.
We do keep a copy of the latest code of all our clients and in case of any backup restoration, we do provide the full code to the client. This is provided FREE of charge.
- WE ARE AN INDEPENDENT CONTRACTOR
You agree that we are an independent contractor and not your employee. Although you will provide general direction to us, we will determine, in our sole discretion, the manner and ways in which we will create the design(s) for you.