Website design, modification and maintenance contract
Services-Entrepreneurs, Joseph Elsener, a sole proprietorship company domiciled at chemin du Fiay 7 in 1273 Arzier, Switzerland, hereinafter called “Designer”, provide communications and IT solutions in the areas of web design, Internet marketing and the development and commercialization of new online products conceptualization. The other party, the “Client” requests that the Designer creates, modifies and maintains her or his website or other online presence on Internet to obtain personalized services, specifically developed according to her or his needs.
The Designer and the Client are sometimes referred to individually as a “Party” and collectively the “Parties”.
This contract is part of the agreement between the parties related to any execution of works based on an agreement on a quotation, an offer, or a purchase order issued by the Designer and signed by the Client for the creation, development, programming and / or maintenance of an Internet site. The specific terms of sale do not release in any way obligations and general conditions of sale – the Client agrees to all conditions of sale, including those described in this document.
In consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and the presumption thereof is hereby acknowledged, the Designer is committed to providing services under this contract, and the Client agrees to pay such services, all in accordance with the following terms and conditions:
TERMS AND CONDITIONS
Article 1 SCOPE OF WORK
- The Designer executes the work listed in the estimate whose agreement between the parties is the subject of this contract, for the Client. Below, all these works are called “Services”.
- The Designer is an independent contractor who performs services for the Client. Nothing in this Agreement shall be construed so as to make the Designer an employee, agent, representative, or partner of the Client. Neither Party shall enter into contracts, agreements or other obligations with other parties that bind or which are intended to bind the other Party. Designer and the Client shall each hold the sole and exclusive control over its personnel and respective operation.
- Services under this Agreement shall be conducted in a professional manner consistent with industry standards. Services will be performed primarily to the specifications in Section 1.1 or by piece. The Designer makes no warranties as to the results of the services of the Designer.
- This contract is effective upon the acceptance of a quote from the Designer by the Client. It ends 12 months after the delivery of Services. This contract may then be renewed under site maintenance.
Article 2 BODY OF WORK
- The Client’s site include the number of pages, specialized features and multimedia modules as defined in the document referenced in section 1.1. Content consists of text and images that convey factual information of each page. The Designer, while respecting the Client’s wishes may create images, logos, illustrations, schedules and other elements from scratch. The Designer will be responsible for the overall design of the site, its architecture and graphics, the incorporation of its content, for installing the database, the programming of systems and server management tools, and, if part of the agreement between the parties, website referencing and other SEO techniques.
- According to the agreement between the parties, the text of the content is provided by the Client or created by the Designer. If the text is created by the Designer, the Client agrees to be available for interviews and meetings required for its development.
- According to the agreement between the parties, images, videos and other multimedia content are provided by the Client, purchased from third parties or created by the Designer. If purchased from third parties on agreement on behalf of the Client by the Designer, the Client agrees to reimburse the Developer for the costs.
- Within the framework set out in the agreement between the parties, the Designer will do the reworking, editing and packaging of all images and perusing, editing and publishing sound files and video.
Article 3 PAYMENT
- Client agrees to the Services by completing and signing the “good for agreement” form of the quotation. The Client agrees to pay half of the amount due within five days of the effective signing date.
- The final sale price will necessarily be that stated in the bill for the Services. The balance of services must be made upon receipt of invoice.
- All payments under this Agreement are non-cancellable and non-refundable obligations. Payments not received in accordance with Articles 3.1 and 3.2 will be automatically increased by 5% of the total.
Article 4 COMPLETION DATE
- Client agrees that for the Designer to fully perform the Services, Client shall cooperate with the Designer and provide the access and information deemed necessary by the Designer. The failure of this cooperation could have a direct impact on the success of the efforts of the Designer and speed in achieving the Services. The Designer is committed to working quickly to complete the Services on or before the effective date of delivery.
- Client agrees that no work should be carried out on site during the performance of the Services without the knowledge of the Designer without prior written consent. The Designer will not be responsible for delays, costs or errors that the Designer determines were caused by unauthorized modifications to the site.
- In case of non-payment or if, in the opinion of the Designer the Client has not granted the access and the required information, the Designer can terminate this Agreement at any time. Upon termination, the Client must pay the Designer the proportionate amount (as determined by the Designer) for all services rendered up to and including the date of termination.
Article 5 WARRANTY
- The Client declares and warrants that she or he is the legal owner of the material used or supplied to the Designer and that this material does not violate any rights of third parties.
- The Client agrees to defend, indemnify and hold harmless, the Designer, employees, successors and assigns for any claim of a third party.
- The Designer will not be held responsible for damage or damage incurred because of an amendment made by the Client or others outside the staff of the Designer.
Article 6 INTELLECTUAL PROPERTY
- Any submission by a Party is protected by copyright and related rights and remains its sole property. This contract does not operate in any way a transfer of intellectual, moral or proprietary rights of any nature whatsoever.
- Each Party undertakes to respect the intellectual property rights of others, in accordance with the Code of intellectual property and those who could be recognized at a later date than this contract.
Article 7 HOSTING SITE
- If the Client requests it, the Designer uses a company specializing in hosting websites. By accepting this agreement, the Client also agrees to the contract of the hosting company selected in conjunction with the Designer. Consequently, the Designer can in no way make any warranties other than those provided by the hosting company and assumes no liability for unavailability or loss from the client site.
- The site will be designed so that normal use and proper maintenance thereof can not cause an infection of the server. The Client states to do everything in her or his power to prevent contamination of the server by a virus or other malicious computer system. The Designer assumes no responsibility for any infection of the server.
- Client is responsible for paying the annual rent directly to the hosting company. The Designer assumes no responsibility for loss of the site following the non-payment.
Article 8 DOMAIN NAMES
- If the Client requests it, the Designer will assist the Client in finding a suitable domain name and register the domain name in the selected extensions.
- Client agrees, if necessary, to pay the Designer for the purchase of the domain name. The Client agrees to pay the annual fees for the use of the domain name directly to the provider of domain names. The Designer is not responsible for the loss of the domain name.
- By purchasing the domain name, the Client is legally authorized to use it as an owner. However, it is up to the Client to ensure to avoid any conflict with any trademark owner or any intellectual property right.
Article 9 MAINTENANCE
- The maintenance period starts at the end of the Services pursuant to Article 1.1. The Client may at any time request minor changes to the site, to a maximum of half an hour per month. Any additional work will be reported to the Client and charged at CHF 90 per hour.
- S If the dynamics of the site requires frequent adding pages and content, SEO and marketing sustained, regular update the content or maintenance of specialized modules, the parties may agree to a monthly fee for all maintenance.
Article 10 CONTENT CREATION BY CLIENT
- Client’s site consists of permanent pages that are the foundation and essence of the site and other, called dynamic pages that provide additional and timely information on the theme of the site. If the agreement between the parties provides for it, the Designer will put the forms and tools needed to create and develop these dynamic pages, as well as their access protected by a password, in the hands of the Client. The Client will have the control and responsibility of these pages. Therefore, the Client will comply with legal guidelines, especially with regard to copyright, privacy etc. for the content of these pages, for which the Designer can in no way be held responsible.
- If the agreement between the parties provides for it, the Designer can provide access to editing the main content of the site. Therefore, the Client will become co-responsible for the content of the entire site, particularly with regard to the loss of content or functionality.
- When the Client may itself intervene on the site in accordance with sections 10.1 and 10.2, she or he will convene with the Designer to implement a consistent backup of system files, multimedia documents and the database of the site.
Article 11 CONFIDENTIALITY
- Unless explicitly agreed between the parties, the parties agree to keep the elements of this agreement and the information in connection with the performance of these services confidential.
- Due to the nature of the Internet, the content published on the part of public access to the site can no longer be considered confidential.
Article 12 CLAIMS
- All claims must be made in writing to the registered office of the Designer within eight days of receipt of the invoice. If no claim is recorded in this period, the labour and delivery are considered to be fully accepted by the Client. A problem raised by the Client on some of the work performed does not authorize it to suspend payment for work completed.
Article 13 FINAL PROVISIONS
- This contract is subject to Swiss law. Any dispute concerning the interpretation or execution of this contract will be brought exclusively to the attention of the District Court of La Côte, subject to appeal to the Federal Court in Lausanne. The place of jurisdiction is in Nyon.
- Texts in English, German, Italian, Spanish and Arabic language of this contract are translations of the original French text. In case of discrepancies between the different translations, the French version shall prevail.