Terms and conditions of bhagauti.com

Website development agreement cum Terms and Conditions

The parties have agreed that the Developer shall provide the Customer with website design and development and related services on the terms and conditions set out in this agreement.

BUSINESS TERMS

1. SCOPE OF THE PROJECT

The Developer shall:

(a) design, develop and deliver the website (Site).

(b) perform all the neccessary testing procedures on the complete website.

(c) deliver an appropriate product to the client so as to satisfy the needs

and full fill their expectations (d) perform basic SEO(Search Engine Optimization) for the website.


2. DEVELOPMENT AND ACCEPTANCE OF SITE

(1) This clause describes how the Site is to be accepted or understood to be accepted by the Customer (Acceptance). Here, Acceptance Certificate means the format of certificate given to the Developer by the Customer to acknowledge Acceptance and Acceptance Tests mean the tests to be carried out on the Site.

(2) Once the Developer has completed the design and development of the Site in accordance with the SOW of the Project Plan, the Developer shall invite the Customer to attend Acceptance Tests.

(3) The Acceptance Tests shall test compliance of the Site with the Site Specification. The form and detail of such tests is set out in SOW.

(4) The Acceptance Tests shall test compliance of the Site with the Site Specification. The form and detail of such tests is set out in SOW.

(5) Acceptance of the Site shall occur when the Site has passed the Acceptance Tests. The Customer shall sign the Acceptance Certificate in respect of the Site and return it to the Developer as soon as reasonably practicable after Acceptance.

(6) In the event that any Acceptance Tests are not passed, the failures that cause the relevant tests to be failed (Defects) shall be drawn up and documented by the Developer and presented to the Customer for discussion on how best to rectify such Defects.

(7) If any failure to pass the Acceptance Tests results from a Defect which is caused by the Customer, or by one of the Customer's sub-contractors or agents for whom the Developer has no responsibility (Non-Developer Defect):

(a) the Site shall be deemed to have passed the Acceptance Tests;

(b) the Customer shall sign and return the Acceptance Certificate to the Developer within five bank working days of Acceptance;

(c) the Developer shall provide all assistance reasonably requested by the Customer in remedying any Non-Developer Defect by supplying additional services or products;

(d) if such assistance is requested, the Customer shall pay the Developer in full for all such additional services and products at the Developer's then current fees and prices.

(8) The Developer shall remedy any Defects promptly in order to ensure that the Site passes the Acceptance Tests on a retest.

(9) If such a retest demonstrates that the Site is still not in accordance with the Site Specification, the Customer may, by written notice to the Developer, choose to fix a new date for carrying out further tests on the Site on the same terms and conditions as the retest at the Developer’s cost.

3. THIRD PARTY PRODUCTS

The website will be developed using very original and genuine ideas with no or very less third party codes or snippets used within. Though there will be inclusions of the world wide accesability scripts like jquery, animate.css and the few other products of such kinds. The website’s look and design will be new and original, though.

4. YOUR CONSENT IS NEEDED ON

As our customer, you have the power and ability to enter into this contract on behalf of your company or organization. You agree to provide us with everything that we need to complete the project including text, images and other information as and when we need it, and in the format that we ask for. You agree to review our work, provide feedback and sign-off approval in a timely manner too. Deadlines work two ways and you will also be bound by any dates that we set together. You also agree to stick to the payment schedule set out at the end of this contract.
We have the experience and ability to perform the services you need from us and we will carry them out in a professional and timely manner. Along the way we will endeavor to meet all the deadlines set but we can't be responsible for a missed launch date or a deadline if you have been late in supplying materials or have not approved or signed off our work on-time at any stage. On top of this we will also maintain the confidentiality of any information that you give us.

5. SITE CONTENT

(a) The Developer shall update the Site with materials provided from time to time by the Customer.

(b) The Developer shall indemnify the Customer against all damages, losses and expenses arising as a result of any action or claim that the content of the Site (other than the Customer materials) constitutes inappropriate content.

(c) A full detail of the contents of the website are in the SOW.doc file. Kindly refer to that.

--END OF AGREEMENT DOCUMENT--

Statement Of Work

GENERAL LEGAL TERMS

1. WARRANTIES

1.1 Each of the parties warrants to the other that it has full power and authority to enter into and perform this agreement.

1.2 The Developer shall perform the Services with reasonable care and skill and in accordance with generally recognised commercial practices and standards.

1.3 The Developer warrants that operation of the Site will be uninterrupted and free of errors, viruses and material defects and that the Site will perform in accordance with the Site Specification for a period of 12 months from Acceptance. If the Site does not so perform, the Developer shall, for no additional charge, promptly ensure that the Site complies with the Site Specification.
2. Details of works

HTML/CSS layout templates

The project includes XHTML or HTML mark-up and CSS templates, we will develop these using valid HTML5 mark-up and CSS3 for styling. We will test all our mark-up and CSS in current versions of all major browsers including those made by Apple, Microsoft, Mozilla and Opera. We will also test to ensure that pages will display visually in a similar, albeit not necessarily an identical way, in Microsoft Internet Explorer 7 for Windows as this browser is now past its sell-by date. We will not test these templates in old or abandoned browsers, for example Microsoft Internet Explorer 5, 5.5 or 6 for Windows or Mac, previous versions of Apple's Safari, Mozilla Firefox or Opera unless otherwise specified. If you need to show the same or similar visual design to visitors using these older browsers, we will charge you at the daily rate set out in our original estimate for any necessary additional code and its testing.

Text content

It is the client who provides all the text for the website. By text we mean the descriptions and other paragraphs written about various things in the webpages. It is the client’s responsiblity to provide with appropriate and professionally editted text that describes their services and conincides with the level of the design of the website.

You will be asked to provide the text when the typography of the website is decided and the developer has started the work on the website. The text provided by you will be proofread and the developer has full authority to edit and change the text or minimize it to fit it into several environments of the website. The changes in the texts will be less than 20%, though.

Photographs

If needed, you will supply us photographs either in digital or printed format. Any photos used in the website excluding the background images or abstract wallpapers, which will be designed by us, should be provided by you in time. The photos can be of client’s products or other stuff.

Changes and revisions

Developing a website is a highly sophisticated and perplexed process which demands much planning and management. Therefore the client does not have the freedom to change his views about the content, design, features, services of the website. Enought time will be given to the client to ponder over the look of the website and its contents and features. The client can not ask for the change in the website’s design, content, or features after a certain interval of time set by the developer. Changing things while we are already half way into reaching the end is like starting from the begining again and this wastes a lot of time. If ever there is a very urgent need for the client to make changes in the website after the work is already started and finished 25% of the tatal, this would be charged.

The estimate/quotation prices in the payments document of this folder are based on the number of days that we estimate we'll need to accomplish everything that you have told us you want to achieve. If you do want to change your mind, add extra pages or templates or even add new functionality, that won't be a problem. You will be charged the daily rate set out in the estimate we’ll give you. Along the way we might ask you to put requests in writing so we can keep track of changes.



Technical support

We will be installing your site on the server, plus any statistics software such as Google Analytics; You will have unlimited email support form us for 45 days after the website is up. This support service can be availed by you to know how to use your site and also for the management of that web server, plus any support issues you will be up to. Professional Email “Did you know customers are 9x more likely to choose a business with a professional email address? + With a memorable, domain-based email account, you’ll promote your company with every message. You can even create additional email addresses--like sales@ or info@--that deliver messages to your inbox.” – godaddy.com Therefore we’ll be using professional emails for your website.

3. Legal Stuff

We can't guarantee that the functions contained in any web page templates or in a completed web site will always be error-free and so we can't be liable to you or any third party for damages, including lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate this web site and any other web pages, even if you have advised us of the possibilities of such damages.

If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.

4. Copyrights
You guarantee to us that any elements of text, graphics, photos, designs, trademarks, or other artwork that you provide us for inclusion in the web site are either owned by your good selves, or that you have permission to use them.

When we receive your final payment, copyright is automatically assigned as follows: You own the graphics and other visual elements that we create for you for this project. We will give you a copy of all files and you should store them really safely as we are not required to keep them or provide any native source files that we used in making them.

You also own text content, photographs and other data you provided, unless someone else owns them. We own the XHTML markup, CSS and other code and we license it to you for use on only this project.

We love to show off our work and share what we have learned with other people, so we also reserve the right to display and link to your completed project as part of our portfolio and to write about the project on web sites, in magazine articles and in books about web design.
We also reserve the right to display a link to the developer’s page at the bottom of everypage in small text so as to credit the developer for the hardwork.

5. Work environment

During this process of development of this website the customer/client has no right to question about where/when/how is the developer doing the work.

As a freelancer all the work on this website will be done solely by me but I can not be questioned if a part of this project is given to a fellow or any person of my choice. I hold the right to get this done either alone or with someone else’s contribution too. This can be in order to meet the work demands within the deadlines and to complete the project plans in time.

6. INTELLECTUAL PROPERTY RIGHTS

There are 4 different liscensing models:

Limited license: Client is not allowed to modify any of the work and can only use it for a specific project, plus we are free to license the same deliverables to other clients as well.

Exclusive license: like above, but granting the client exclusivity. i.e. Client is not allowed to modify any of the work and can only use it for a specific project. The deliverables will never be licensed to other clients.

Exclusive license with some freedom: The client can modify the final outcome for use on the same website but can not use it anywhere else without the prior permission of the developer. Any changes made to the design or code, to use on the same site, should be reported to the developer in written. The ownership is still with the developer.

Full assignment: upon payment, we assign ownership rights to the client. This is usually what corporate clients require.

This contract does not provides the ownership of the code to the client after the work is done. Once the website is ready, all the designs and layouts and typography styles will still be the developer’s property. This project is based on the “Exclusive license with some freedom” policy.

If the developer uses any of the pre-existing templates (most unlikely to happen), or any code snippets from the web. Those will be licensed separately and the client has no right to remove those licenses from the code or anywhere they are licensed. The acknowledgement to the actual developer of something awesome is always given to the developer and removing his/her name from the list is unlawful and punishable.

7. Testing & Acceptance

The Designer shall use commercially reasonable efforts to test Deliverables before providing them to the Client. If the project includes XHTML or HTML markup and CSS templates, the Designer will use HTML5 markup and CSS3 for styling. The Designer will test the markup and CSS in current versions of Safari, Chrome, Firefox, and Internet Explorer. The complete website will be checked and tested for its responsiveness, cross-browser compatibility, flat design and professional looks so as to meet the tough competition in the market about the impressive website designs.

The developer will not test the website in older browsers which are no longer officially available and, unless specifically identified in the Statement of Work. Though the website will be backward compatible with the older web browsers too.

8. Failure report

The Client shall promptly review all deliverables, and must notify the Designer of any failure to conform to the Statement of Work within 10 business days of receipt. If Designer does not receive a timely notification, the Deliverable will be deemed accepted. The Client’s notification must clearly identify the problems with the Deliverable.

9. Confidentiality

Confidential Information shall mean all information whether technical or commercial (including all specifications, drawings and designs, disclosed in writing, on disc, orally or by inspection of documents or pursuant to discussions between the parties), where the information is:
(a) identified as confidential at the time of disclosure; or

(b) Ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure.

Each party shall protect the Confidential Information of the other party against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.

10. Data Protection

The Developer warrants that, to the extent it processes any Personal Data on behalf of the Customer:

(a) it shall act only on instructions from the Customer; and

(b) it has in place appropriate technical and organisational security measures against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data.



11. Security

The website will be developed with security in mind and will surely have a very simple and solved out backend programming structure which will be highly secure and liable. But this contract does not cover the security analysis of the website. The developer may not be resoponsible for the any security breech incurred by the website after the credentials have been handed over to the client. It is the duty of the client to have VAPT(Vulnerablity Assessment and Penetration Testing) of their website done by some professionals which will ensure securtiy of the visitors and the reputation of the website. The security professionals who provide such services can be recommended by us.

12. Updation and maintenance

This contract does not covers the updation or maintenance of the website by any means after the project has been completed and accepted by the client. No assistance in maintenance work of the website will be provided by the developer after 20 days of the acceptance date.

13. Term and Termination

13.1 This agreement shall commence on the Effective Date and shall (subject to earlier termination pursuant to this clause) terminate automatically on Acceptance of the Site and payment of all outstanding sums.

13.2 Either party may terminate this agreement immediately at any time by written notice to the other party if:

(a) that other party commits any material breach of its obligations under this agreement which (if remediable) is not remedied within 14 days after the service of written notice specifying the breach and requiring it to be remedied; or (b) that other party becomes insolvent or there is a change of control at the other party, or the other party ceases to trade; or 13.3 On expiry or termination of this agreement:

(a) all licences granted to the Developer under this agreement shall terminate immediately;

(b) the Developer shall promptly return all Customer materials and all copies of the Site Specification to the Customer, and shall provide to the Customer an electronic copy of the Site (including all content on the Site); and

All provisions of this agreement shall cease to have effect, except that any provision which can reasonably be inferred as continuing or is expressly stated to continue shall continue in full force and effect.



14. Payments

We are sure you understand how important it is as a small business that you pay the invoices that we send you promptly. As we're also sure you'll want to stay friends, you agree to stick tight to the following payment schedule, which will be as listed in payments document, but may be revised based on further conversations between us.

15. Kill Fee

If the client cancels the project after we have already started working, we need to be paid a percentage, or at least a fixed cancellation penalty. The work once started on the website implies that a couple of weeks have already been spent in the planning of the website. So this Kill fee will confirm either the completion of this project from both the sides or the payment of a 40% of the amount to the developer so as to compensate the time spent in the work done.

16. Entire Agreement

Except as provided in this clause, neither party shall have any remedy in respect of any untrue statement (whether written or oral) made to it on which it relied in entering into this agreement (Misrepresentation), and neither party shall have any liability other than pursuant to the express terms of this agreement. Nothing in this agreement shall exclude or limit either party's liability for any Misrepresentation made knowing that it was untrue. Each party's liability for Misrepresentation as to a fundamental matter, including as to a matter fundamental to that party's ability to perform its obligations under this agreement, shall be subject to the limit set out in the Limitation of Liability clause.

This document, along with “Website development agreement cum Terms and Conditions.docx” and “Payments.docx”, is editable with no prior information to the client. But the changes will be informed right in time.

--END OF STATEMENT OF WORK DOCUMENT--

Contact us
For any query, mail us to : Bhagauti.com@gmail.com

The primary motive of our company is to provide beyond satisfactory results .

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