Below are our standard Terms of Agreement, that all of our clients agree to, upon signing our standard Order Form.
Most of it is self-explanatory.
Terms of Agreement
The above-named client is engaging C-Me Online Limited, located at Suite C26, Wicklow Enterprise Centre, The Murrough, Wicklow Town, Co. Wicklow, Ireland as an independent contractor for the specific purpose of developing and/or improving a Web site to be installed on the client's web space located on an Internet Service Provider's (ISP) server.
Hereafter, the client will be known as the "Client" and C-Me Online Limited will be known as the "Developer."
The Client will establish a separate contract with a Provider for hosting, or the Developer will establish one for the Client. The Client hereby authorises the Developer to access this account, and authorises the Host Provider to provide the Developed with "write permission" for the Client's web page directory, cgi-bin directory, and any other directories or programs which need to be accessed for this project.
2. Standard Hosting Service
The Developer will either secure an account with a Host Provider on behalf of the Client, or the Client may secure the account independently. We offer the Client the ability to secure this account independently as a way to help the Client control cost. If however, the Client is not an advanced user of the Internet, the Client is encouraged to use the services of the Developer to secure and maintain this account. Please note: Using an alternate host is always an option for the Client, although additional costs will chargeable by the Developer. Should the Client desire to use a specific Host Provider, the name of the host provider and the terms of the hosting agreement will be listed in Appendix A.
3. Domain Registration
The Developer will secure a domain name (e.g. www.myname.com) for the Client at the Client's request. All charges incurred in doing so will be billed to the Client as an addition to the base price contemplated by this agreement. These are Internet fees, and are not a source of income for the Developer. If the Client already has a domain name, the Developer will coordinate redirecting (domain name transfer) the address to the new host. There are nominal fees for this service. Should the Client desire a specific domain name which is already owned by another party and negotiations for said domain name must be undertaken by the Developer, additional charges may apply. The Client will be contacted in advance before any negotiations of this nature are undertaken or charges are incurred.
The Developer will provide e-mail and helpdesk assistance to the Client's designated representatives regarding management of the Client's website. Sometimes, however, training for groups on-site at the Client's place of business is desired. In most other cases, the Developer will provide video training tutorials to the Client. If this is desired the charges incurred by the Client for training and the details of what will be provided will be listed in Appendix A of this agreement.
5. Base Package / Graphic Creation / E-mail
Final copy/text will be supplied by the Client. All content text shall be provided by the Client point of contact in Microsoft Word DOC, OpenOffice or PDF formats. Submission must be made as:
a shared DropBox folder (preferred method)
an email attachment
500 words per page approximate a standard web page. Web pages of more than 1,200 words of text may be subject to additional fees for increased formatting time.
If the client does not supply Developer complete text and graphics content for all web pages contracted within six weeks of the date this contract was signed, the entire amount of the contract becomes due and payable. If the client has not submitted complete text and graphics content within eight 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 full and complete website content is received by The Developer.
The agreement includes relative links per page and an e-mail response link on chosen web pages to any e-mail address the Client designates.
8. Cross Browser Compatibility.
Our agreement contemplates the creation of a website viewable by Google Chrome, Firefox, Opera, Safari and Edge. Compatibility is defined herein as all critical elements of each page being viewable in these browsers. The Client is aware that some advanced techniques on the Internet, however, may require a plug-in. The Client is also aware that as new browser versions 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 the base price of our agreement. It is agreed that the client MUST ensure their preferred web browser is up to date.
9. Responsive Web Design
All websites designed by the Developer are fully responsive across all devices unless requested otherwise.
10. Graphic Creation / Banner Advertisements.
It is anticipated that the Developer will create, capture or receive from the Client all the graphic elements necessary to complete the Client's website. This includes creating the company logo, and/or ancillary images. This also includes photography or video production (where specified on the Order Form).
For Client's residing in the Republic of Ireland, Spain or Great Britain, the Developer will at the request of the Client visit the Client's place of business and capture images in digital format for inclusion on the Client's website, (where specified on the Order Form). Photographic retouching of these images is included in this agreement. If photographic capture is necessary and the Client's place of business resides outside the Republic of Ireland, Spain or Great Britain subcontractors may be necessary or the Client may choose to capture the photographs independently.
This contract contemplates (if specified on the Order Form) the possibility of an e-commerce enabled site. If a shopping cart is required for the Client's site, the Developer will choose a shopping cart architecture to use, unless otherwise specified. The charges for the shopping cart will be itemised on the Order Form, as an addition to the base price of this agreement.
13. Secure Socket Layer (SSL) Certificate
If the Client selects an e-commerce enabled site, the Client is encouraged to obtain a secure socket layer (SSL) certificate for online transactions. The Developer will supply an SSL Certificate, as itemised and priced on the Order Form
14. Merchant Account
If the Client's website requires the ability to accept credit or debit cards, the Client may need a Merchant Account. The Client understands that any charges necessary to secure the Merchant Account are not covered by this agreement. In most cases, the Client will only need a PayPal account in order to receive online payment by credit or debit cards.
15. Additional Database Design
Sites requiring an additional database and data entry design may require additional third-party technology. Any charges applicable are in addition to the base price of our agreement and will be listed on the Order Form.
16. Logo Design/Corporate Branding
Should the client require logo design or corporate branding services, the Developer will provide same. The Developer will, in these situations, provide 3 sample logo designs, after which the Client may request modifications to a chosen design. Any charges applicable are in addition to the base price of our agreement and will be listed on the Order Form.
17. Payment Terms / Work Flow
A minimum deposit, as specified on the Order Form (normally equating to approximately 40% of the total amount) is required to commence work. Once the first deposit is received by the Developer, basic site design concepts will be put online for the Client's viewing and approval. Alternatively, the Developer may show Client the designs in person. Communication between the Developer and the Client is crucial during this phase to ensure that the ultimate publication will match the Client's taste and needs.
Once the client has submitted the signed Order Form and minimum deposit (as outlined above) has been paid, the project shall continue until its completion. C Me Online Limited does NOT offer refunds, once website design has commenced. If however, a client decides to cancel an order, after having signed and submitted the order form, and after having paid the minimum deposit, as outlined above, but before any website design has commenced, C Me Online Limited may agree to refund a maximum of 30% of the minimum deposit paid by the client, providing the Client has cancelled the project in writing, within 7 days of signing Order Form. After this date, no refunds will be paid.
All website content MUST be provided within 3 weeks of signing Order Form. Should content NOT be received within this timeframe, by the Developer, the Developer has the right to cancel the project. In these situations, no refunds will be made by the Developer to the Client. Likewise, once the Developer has completed the design and development of the new Client website, final feedback and any other changes that may need to be made, MUST be submitted to the Devloper within a 10 day period. If final feedback is not received within this timeframe, the entire amount of the contract becomes due and payable.
Upon completion of this stage, the Client will be asked to confirm acceptance for the basic site design via e-mail. Once this acceptance is received from the Client, the work necessary to complete the project will begin, whereupon the final balance of the total amount will be paid, (unless specified and agreed otherwise, as outlined on the Order Form). Following full and final payment of the project by the Client to the Developer, website administration or "backend" access credentials will be provided, as well as FTP access. Video training tutorials (if part of the Contract) will also be provided to the Client at this point.
Upon completion of the website ("signoff"), an e-mail or letter and invoice, (unless invoice has been raised and issued upon date of signing of original order form) will be sent to the Client advising the Client that the work has been completed. Final payment of the remaining balance plus any additional charges incurred must be paid within 1 day after delivery of this e-mail or letter and invoice. As stated above, website administration or "backend" access credentials, as well as training tutorials or videos will ONLY be provided to the client once final and full settlement has been made by the client.
If, after 5 days following completion, the Client has not paid the full outstanding balance (unless otherwise agreed on the Order Form), the Developer has the right to terminate the website and all associated services provided.
Developer reserves the right to remove all web content from the Internet and cancel all domain and email services if payment is not made within five days after delivery of our completion notification. Most frequently, problems making payment timely are the result of poor communication channels in a company's Accounting Department. If a payment delay is anticipated, please contact the Developer to discuss potential problems in advance. If problems are anticipated we may be able to accommodate an alternate arrangement.
In the case of a client paying for services by agreed monthly repayments, these payments MUST be made on time. In the event of a payment default, the full outstanding balance will become immediately payable.
18. Client Amends
The Developer prides itself in providing excellent customer service. That is the spirit of our agreement and the spirit of the Developer's business. To that end, we encourage input from the Client during the design process. The Developer understands, however, that Clients may request significant design changes to pages that have already built to the Client's specification. To that end, please note that our agreement does not include a provision for "significant page modification" or creation of additional pages in excess of our agreed page maximum. If significant page modification is requested after a page has been built to the Client's specification, we must count it as an additional page.
Some examples of significant page modification at the request of the Client include:
Developing a new structure to accommodate a substantial redesign at the Client's request.
Recreating or significantly modifying the company logo graphic at the Client's request.
Creating a new navigation structure or changing the link graphics at the Client's request.
Significantly reconfiguring the Client's shopping cart with new product, shipping or discount calculation, if an e-commerce enabled site has been selected by the Client.
Clients who anticipate frequently changing the look of their site during the design process and Clients who desire to be intricately involved design of each page are encouraged to negotiate an agreement which exceeds the page maximum. Moderate changes, however, will always be covered during our development of the site and also covered by our one year of free maintenance (only if specified on the Order Form).
Again, we strive to accommodate the needs of each Client and we maintain a liberal redesign policy. We cannot, however, provide major redevelopment services to the in excess of the page maximum contemplated by this agreement.
19. Maintenance Agreements
Maintenance Agreements are negotiated on a Client by Client basis as each Client will have differing needs. This is another way the Developer seeks to help the Client control cost. If you have chosen a Maintenance Agreement the terms of such will be listed on the Order Form. In many cases, free maintenance is included for a 12 month period, from the date of completion of the web design work.
One month before the anniversary date of the renewal is due, on an annual basis, the Developer shall invoice the Client for the following years Annual Maintenance fees. Where the client has their website hosted via C-Me Online, this invoice will also include the annual hosting fees due. Likewise, where the Client has their domain names registered via C-Me Online, the annual domain name renewal fees will also be included on this invoice. Other annual renewable charges, for example, an SSL (Secure Socket Layer) Certificate, (for eCommerce based web clients), will also be included on this invoice. The Client must ensure that these annual invoices are paid by the anniversary date, as stated on the invoice. A breakdown of annual renewing charges, (Maintenance, Support, Backup, Domain Name, Hosting charges etc.) are specified on the Order Form.
If the full outstanding balance (unless otherwise agreed on the Order Form) is not paid by the Client, 7 days after the anniversary date, the Developer has the right to terminate the website and all associated services provided, as itemised in the Maintenance renewal invoice.
20. Third Party or Client Web Modification
Some Clients will desire to independently edit or update their web page content after completion of the site as a way to control costs and reduce their overhead of a Maintenance Agreement. This is always an option for Clients of the Developer. If the Client desires this capability, it will be specifically listed on the Order Form.
Note however, that if this option is selected and the Client or an agent of the Client other than the Developer attempts to update the website and damages the design or impairs the ability for the web pages to display or function properly, time to repair the web pages will be assessed at the hourly rate of €95. There is a one hour minimum. In this regard, Clients are encouraged to obtain a Maintenance Agreement.
21. Organic Search Engine Optimization (SEO)
The Developer will optimize the Clients web site with appropriate titles, keywords, descriptions and text and thereafter submit the Client's web
site once to each of the major search engines (Google, Yahoo, Bing) and other relevant online directories.
The Developer also offers advanced search engine optimisation and site promotion services. If advanced search engine optimisation and site promotion services are desired the agreement for said services will be listed on the Order Form. The Developer also provides all Clients with access to Google Analytics, (a service offered by Google), that generates detailed statistics about the visitors to the Client’s website. Google Analytics is the most widely used website statistics service available.
22. Assignment of Project
The Developer reserves the right to assign certain subcontractors to this project to insure the right fit for the job as well as on-time completion. The Developer warrants all work completed by subcontractors for this project.
23. Additional Expenses.
The Client agrees to reimburse the Developer for any critical Client requested expenses necessary for the completion of the project, (as agreed and outlined on the Order Form). Examples would be:
Purchase of specific fonts at the Client's request,
Purchase of specific photography at the Client's request.
Purchase of specific software at the Client's request.
Purchase of “paid promotion” services or advertising with any search engine provider
24. Copyrights and Trademarks
The Client represents to the Developer and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to the Developer for inclusion in the Client's web site are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend the Developer and its subcontractors from any claim or suit arising from the use of such elements furnished by the Client.
Authorised representative of the Client certifies that he or she is at least 18 years of age and legally capable of entering this contract, on behalf of the Client.
26. Limited Liability
Client agrees that any material submitted for publication will not contain anything leading to an abusive or unethical use of the Web Hosting Service, the Host Server or the Developer. Abusive and unethical materials and uses include, but are not limited to, pornography, obscenity, nudity, prostitution & escort services, violations of privacy, computer viruses, harassment, any illegal activity, spam, advocacy of an illegal activity, (e.g. terrorism) and any infringement of privacy. Client hereby agrees to indemnify and hold harmless the Developer from any claim resulting from the Client's publication of material or use of those materials.
It is also understood that the Developer will not publish information over the Internet which may be used by another party to harm another. The Developer will also not develop a pornography or file sharing website for the Client. The Developer reserves the right to determine what is and is not pornography.
Client agrees that it shall defend, indemnify, save and hold the Developer harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney's fees associated with the Developer's development of the Client's website. This includes Liabilities asserted against the Developer, it's subcontractors, 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.
The Client also agrees to defend, indemnify and hold harmless the Developer 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 website. 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, organisation, or business.
28. 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 the Developer and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the client's use of Internet electronic commerce. The Client also understands that the Developer cannot provide legal advice.
29. Ownership to Website files, source code, databases etc.
Should a client decide not to renew their support contract with the Developer, the Client has a period of 6 months to request a copy of their assembled web pages, photos, graphics, source code, work-up files, text and any underlying database. In these circumstances, the Client will be liable to a charge of €300 (plus VAT where applicable), payable prior to release of same. If after the 6 month period as stated above, the Client has not requested a copy of their website files, the Developer has the right to delete these, as it will be deemed by the Developer at this stage that they no longer wish to maintain or keep any form of web presence.
In the case of "non .ie" domain name renewals (eg .com, .co.uk, .org, .net etc.), should a Client not pay for any domain name renewal by the anniversary/renewal date, the Developer has the right to take ownership of said domain name(s), which may be purchased at a later stage by the Client, or by any other interested third party, at a fee agreed by the Developer.
Ownership of the website, files, source code, databases etx. will remain with the Developer until full and final payment has been received by the Developer.
30. Design Credit.
Client agrees that the Developer may put a byline on the bottom of their website establishing design and development credit. Client also agrees that the web site created for the Client may be included in the Developer's portfolio.
The Developer, its employees and subcontractors agree that, except as directed by the Client, it will not at any time during or after the term of this Agreement disclose any Confidential Information to any person whatsoever. Likewise, the Client agrees that it will not convey any confidential information obtained about the Developer to another party.
32. Client Referral Commission Program
The Developer recognises 'word-of-mouth' advertising as our most favourable method of developing new business. As such, we want to reward customers who are pleased with our work and refer us to another individual, business, or organisation. If you refer our services to another party and we ultimately establish a contract with that party, we will provide you, the Client, with two months of free maintenance service. For Clients who regularly help us attract new clients, this can result in a virtually free Maintenance Agreement.
33. Completion Date & Payment
The Developer and the Client must work together to complete the website in a timely manner for both parties to remain profitable. Upon completion of the website design & development and the website is activated ("go live"), the full outstanding balance must be paid immediately. If, after 7 days following completion, the Client has not paid the full outstanding balance (unless otherwise agreed on the Order Form), the Developer has the right to terminate the website and all associated services provided.
Cancellation of the project at the request of the Client must be made by certified letter. In the event that work is postponed or cancelled at the request of the Client, the Developer shall have the right retain the original deposit. In the event this amount is not sufficient to cover the Developer for time and expense already invested in the project additional payment will be due. If additional payment is due, this will be billed to the Client within 10 days of notification via registered letter to stop work. Final payment will be expected under the same terms as listed in Article 17 above.
The Developer has the right to cancel the contract, under certain circumstances. In the event that work is postponed or cancelled at the request of the Developer, the Developer shall have the right retain the original deposit. In the event this amount is not sufficient to cover the Developer for time and expense already invested in the project additional payment will be due. If additional payment is due, this will be billed to the Client within 10 days of notification via registered letter to stop work. Final payment will be expected under the same terms as listed in Article 17 above.
Should an existing Client wish to cancel their annual web maintenance contract, a €150 (ex VAT) fee will be applicable for each domain. Once this cancellation fee is paid to the Developer, domain unlock/EPP codes will be provided to the Client accordingly.
Any disputes in excess of €1,000 (in the Eurozone), GBP£1,000 (in the United Kingdom of Great Britain & Northern Ireland), and USD $1,400 (in the United States of America), arising out of this Agreement shall be submitted to binding arbitration before the Joint Ethics Committee or a mutually agreed upon Arbitrator suitor. 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 costs, reasonable legal/solicitor’s/attorney's fees and legal interest on any award or judgement in favour of the Developer.
36. Entire Understanding.
This contract and the Appendices attached thereto constitute the sole agreement between the Developer and the Client regarding this project. It becomes effective only when signed by both parties. It is the spirit of this agreement that this will be a mutually beneficial arrangement for the Client and the Developer. Specific details of our agreement will be attached as “Order Form”. Both parties warrant that they have read and understand the terms set forth in this agreement. This agreement shall be governed and construed in accordance with the laws of the Republic of Ireland or the laws of England & Wales (depending upon the resident location of the Client.
C Me Online Ltd Suite 3, Jacksmill Hub 13 Kiltimon Newcastle Co. Wicklow A63 WY63 Ireland