| 1. Web Site
1.1 Mock-Up Page And Revisions.
PacInfo will create a design for the overall
site and submit a mock-up of the work to Client
for approval. Client will have the opportunity to
request revisions to the mock-up if he/she would
like. Five (5) design-time hours will be available
to the Client to make any revisions they request.
Upon final approval, the appearance, framing and
navigation of the site will be established and will
then be used throughout the site.
1.2 Graphic Creation And Web Contents.
It is required that all the original
graphics and contents will be supplied digitally
either on a diskette or CD ROM to PacInfo within
two weeks after the contract is signed. With the
original graphics supplied by the Client, PacInfo
will create new images including animated graphics
With the Client’s permission, PacInfo will
perform digital photography and/or scanning services
and/or purchase commercial stock photos. These
services will incur additional expenses and be
charged to the Client separately from this contract.
1.3 Change Or Modification.
Once the mock-up page is approved, small
changes still can be made to the site as a whole
during the construction phase such as substituting
one image for another or editing text copy up
to eight design-time hours. However, these changes
must not include any changes to the page layout,
color scheme or other major structural changes.
Anything after eight design-time hours, PacInfo
will count the changes as an additional work and
the Client will be billed separately from this
2. Cross Browser Compatibility
This agreement contemplates the creation
of a Web site viewable by Netscape 6.0, Microsoft
Internet Explorer 5.5 or higher. Compatibility
is defined herein as all critical elements of
each page being viewable in both browsers. Client
is aware that some advanced techniques on the
Internet, however, may require a more recent browser
version and brand or plug-in. Client is also aware
that as new browser versions of Internet Explorer
and Netscape are developed, the new browser versions
may not be backward compatible. In the absence
of a Maintenance Agreement time spent to redesign
a site for compatibility due to the introduction
of a new browser version will be separately negotiated
and in addition to this agreement.
3. Merchant Account
If the Client's Web site requires the
ability to accept credit cards, the Client will
need a Merchant Account and/or Secure Certificate.
The Client understands that any charges necessary
to obtain the Merchant Account and/or Secure Certificate
are not covered by this agreement. Upon the Client’s
request, PacInfo will consult the Client to acquire
the Merchant Account and also purchase the Secure
4. Design Credit
Client agrees that PacInfo may put a
byline on the bottom of Web page establishing
design and development credit. Client also agrees
that the Web site created for the Client may be
included in PacInfo's portfolio, or referenced
in advertising materials.
5. Application Development (Programming)
5.1 Programming Language and Database
Sites requiring database design may
require PHP, JSP, Microsoft ASP, Allaire Cold
Fusion technology or other application development
languages with options of commercially known databases.
If there is no request to use a specific language
and database by the Client, PacInfo will practice
its own discretion to choose a language and database
to maximize the Client’s benefit in the
respect of compatibility and cost.
5.2 Programming Errors.
Any programming errors will be fixed
at no additional cost within 1 month from first
6. Payment Terms
Unless other payment arrangements have
been made between Client and PacInfo, Client agrees
to pay a deposit of one-half (1/2) of the contract
quote prior to PacInfo commencing work on the
project, and 100% of the balance due when the
project is completed.
Upon completion of the project, an e-mail or
letter and invoice will be sent to the Client
advising the Client that the work has been completed.
Final payment of the remaining 50% balance plus
any additional charges incurred will due within
fifteen (15) business days after delivery of this
e-mail or letter and invoice. If payment is not
made within thirty (30) days of notification,
simple interest will accrue on the balance owed
at a rate of 10%.
PacInfo reserves the right to remove all Web
content from the Internet if payment is not made
within thirty (30) days after delivery of PacInfo’s
completion notification. Most frequently, problems
making timely payment are the result of poor communication
channels in a company's Accounting Department.
If a payment delay is anticipated, please contact
PacInfo to discuss potential problems in advance.
If problems are anticipated, PacInfo may be able
to accommodate an alternate arrangement.
All payments to PacInfo are non-refundable. This
includes subsequent changes regardless of usage
7. Delayed Project
Client agrees to supply materials (content,
images, etc.) within two weeks of request from
PacInfo. After two weeks, if the project cannot
continue due to a lack of materials required from
Client, PacInfo will regard the project to be
delayed and further work will be placed on hold.
Client will be obligated to PacInfo for the either
the full amount of the deposit or the number of
hours worked on the project at the rate specified
in Paragraph 13, whichever is greater. Should
the cost of the completed work exceed the amount
of the deposit, payment of the difference will
become due and payable. PacInfo will resume and
complete the delayed project in a timely manner
provided Client supplies materials within six
(6) months of the original request from PacInfo.
In the event Client does not provide the necessary
materials within the six (6) month period, at
the sole discretion of PacInfo, the delayed project
may be abandoned and PacInfo will have no further
obligation to Client.
8. Early Termination Of The Contract.
Client or PacInfo may discontinue the
contract at any time with or without reason, by
giving written notice to the other party. Upon
early termination of the contract, Client agrees
to pay PacInfo for all hours worked on any part
of the project at the rate specified in Paragraph
13, or the full amount of the deposit, whichever
is greater. Should the cost of the completed work
exceed the amount of the deposit, payment of the
difference will become due and payable.
9. Laws Affecting Electronic Commerce
The Client agrees that it is responsible
for complying with the laws, taxes, and tariffs
related to e-commerce, and will hold harmless,
protect, and defend PacInfo and its employees
and officers from any claim, suit, penalty, tax,
or tariff arising from the client's use of Internet
electronic commerce. The Client also understands
that PacInfo can not provide legal advice.
10. Limited Liability
The Client agrees that any material
submitted for Web site publication will not contain
anything leading to an abusive or unethical use
of the Web Hosting Service, the Host Server or
PacInfo. Abusive and unethical materials and uses
include, but are not limited to, pornography,
obscenity, nudity, violations of privacy, computer
viruses, harassment, any illegal activity, unsolicited
bulk email (“spam”), advocacy of an
illegal activity, and any infringement of privacy.
Client hereby agrees to indemnify and hold harmless
PacInfo from any claim resulting from the Client's
publication of material or use of those materials.
It is also understood that PacInfo will not publish
information over the Internet which may be used
by another party to harm another. PacInfo will
also not develop a pornography Web site for the
Client. PacInfo reserves the right to determine
what is and is not pornography.
10.1 Liability to Client
Any PacInfo liability to Client for
damages of any kind under the agreement will not
exceed, in amount, a sum equivalent to the total
paid by Client.
Any materials or ideas supplied by Client
will be free of all legal issues and protect PacInfo
from all damages by infringing on U.S. patent,
copyright, or trade secrets.
Client agrees that it shall defend, indemnify,
save and hold PacInfo harmless from any and all
demands, liabilities, losses, costs and claims,
including reasonable attorney's fees associated
with PacInfo's development of the Client's Web
site and/or Web application. This includes Liabilities
asserted against PacInfo, it's agents, its clients,
servants, officers and employees, that may arise
or result from any service provided or performed
or agreed to be performed or any product sold
by the Client, its agents, employee or assigns.
Client also agrees to defend, indemnify and hold
harmless PacInfo against Liabilities arising out
of any injury to person or property caused by
any products or services sold or otherwise distributed
over the Client's Web site. This includes infringing
on the proprietary rights of a third party, copyright
infringement, and delivering any defective
product or misinformation which is detrimental
to another person, organization, or business.
12. Ownership to Web Pages and Graphics
Copyright to the finished assembled
work of Web pages produced by PacInfo and graphics
shall be vested with the Client upon final payment
for the project. This ownership is to include,
design, photos, graphics, text, and any program(s)
specifically purchased on behalf of the Client
for completion of this project. This does not
include work done or graphic elements created
solely by PacInfo which remain unused on the final
site. The Client shall have a permanent license
to use the Web application developed by PacInfo.
PacInfo however owns the source code of the Web
application and the source codes will be encrypted
before turning them in to the Client.
Both parties understand that the web site is
the property of Client. Client can have the web
site hosted at any location they may choose at
13. Projects Not Included In The Original
Client agrees to pay for any additional
works or other projects not included in the original
estimate, and these projects will be billed separately
at $65.00 per hour for Graphics and HTML works,
and $95.00 per hour for programming works.