Our respective obligations

You shall permit us to place discrete “design by vivilanco.com” or similar branding (in a single image no bigger than 200×75 pixels, plus text) on any website or web-store created, designed or hosted using the Services (“Your Website”). You must not remove, cover or otherwise interfere with this branding, and have no claim over revenues derived by us from such branding.

You agree to provide us with true, accurate, current and complete information as reasonably required by us, and promptly notify us of any changes to that information

Whilst we try for compatibility in all browsers, we regret that we no longer optimise for internet explorer6 anymore and so cannot guarantee full functionality within this browser.

Payment

Payment is due at each milestone due date as noted in the Production Schedule. All invoices for Billable Expenses are payable within forteen (14) days of receipt. A 3% monthly service charge is payable on all overdue balances of milestone payments and Billable Expenses. vivilanco retains all rights to all intermediate deliverables submitted at each milestone. The grant of any license or right of copyright to the Client is conditioned on receipt of full payment by the Client of the Total amount and all Billable Expenses.

Default in Payment

The Client shall assume responsibility for all collection of legal fees necessitated by default in payment.

Quotes / Estimates

If this form is used for an estimate or assignment proposal, the fees and Billable Expenses shown are minimum expenses only. Final fees and Billable Expenses shall be shown when invoice is rendered. The Client’s approval shall be obtained for any increases in fees or expenses that exceed the original estimate by ten percent (10%) or more.

Expenses

The Client shall reimburse Ian Wheeler (vivilanco) for all direct and indirect Billable Expenses arising from this assignment, regardless of whether the assignment is Cancelled or Terminated. Billable Expenses include but are not limited to costs of commissioning images or voice talent, software or run-time lisence costs, the payment of any sales tax due on this assignment, any travel, research, postage and delivery, photocopying, and storage media expenses.

Client’s Alterations

There shall be no charges to the Client for revisions or corrections or additions made necessary by errors on the part of vivilanco. Any other changes requested by the Client shall be considered Client’s Alterations if they are requested after the acceptance of the Site Design. Any changes and additions not due to the fault of vivilanco and requested by the Client before the approval of one of the Site Designs are not considered Client’s Alterations. The Client shall be responsible for making additional payments at the rate noted herein for any Client’s Alterations and any other changes in original assignment requested by the Client. However, no additional payment shall be made for changes required to conform to the original assignment description. The Client shall offer vivilanco the first opportunity to make any changes.

Confidential Information

vivilanco acknowledges and agrees that the source materials and technical and marketing plans or other sensitive business information, as specified by the Client, including all materials containing such information, which are supplied by the Client to vivilanco or developed by vivilanco in the course of developing the site are to be considered confidential information. Information shall not be considered confidential if it is already publicly known through no act of vivilanco.

Ownership of Copyright

The Client acknowledges and agrees that vivilanco retains all rights to copyright in the subject material, except as noted here:

Ownership and Return of Artwork

vivilanco retains ownership of all original artwork, in any media, including digital files, whether preliminary or final. The Client waives the right to challenge the validity of vivilanco’s ownership of the art subject to this agreement because of any change or evolution of the laws. The Client will return all artwork submitted to the Client by vivilanco within thirty (30) days of submission.

Progress Reports

vivilanco shall contact or meet with the Client on a mutually acceptable schedule to report all tasks completed, problems encountered, and recommended changes relating to the development and testing of the site. vivilanco shall inform the Client promptly by telephone or e-mail upon discovery of any event or problem that may delay the submission of any milesetone deliverables by more than calendar days.

Testing and Acceptance Procedures

vivilanco will make every good faith effort to test the deliverables thoroughly and make all necessary corrections as a result of such testing prior to handing over the deliverables to the Client. Unless otherwise noted in Acceptance milestone dates of the Client shall either accept the deliverable and make the milestone payment set forth in the Production Schedule, or provide vivilanco with written notice of any corrections to be made and a suggested date for completion of the corrections which should be mutually acceptable to both vivilanco and the Client, or provide a written notice of assignment Termination if the work is found not to be reasonably satisfactory. The Client can Terminate the assignment only during this Review Period following the Delivery of a milestone deliverables. Any other termination of the Assignment shall be considered a Cancellation subject to the stipulations of Item “cancellation”. vivilanco shall designate (respectively) and the Client shall (respectively) as the only designated persons who will send and accept all deliverables and receive and make all communications between vivilanco and the Client. Neither party shall have any obligation to consider for approval or respond to materials submitted other than through the designated persons listed above.

Cancellation

The Client may declare the Cancellation of the assignment for reasons not related to assignment Termination defined in Item “Testing and Acceptance Procedures”. In the event of Cancellation of this assignment by the Client, any milestone payments made prior to cancellation shall be retained by vivilanco. In addition, if cancellation is prior to the delivery of the Site Design / graphic design, a cancellation fee of fifteen percent (15%) of the balance of the Total payments shall be paid by the Client. If the cancellation is later but prior to the acceptance of the Site Design, a fee of thirty percent (30%) of the balance of the Total payments shall be paid by the Client. If the cancellation is later but prior to the delivery of the Beta Version, the above cancellation fee shall be fifty percent (50%) of the balance of Total payments. If the cancellation is after the delivery of the Beta Version, the cancellation fee shall be one hundred percent (100%) of the balance of all remaining dues. Regardless of when the project is cancelled, all billable expenses already incurred by vivilanco or vivilanco is liable to pay for shall be paid by the Client in full. In the event of cancellation, vivilanco retains ownership of all copyrights and any original artwork.

Assignment Termination

In the event that work in process is found by the client not to be reasonably satisfactory in accordance with the Testing and Acceptance Procedures in Item Testing and Acceptance Procedures, the client may pay a termination fee to terminate the assignment. Any milestone payments made prior to termination shall be retained by vivilanco. If assignment termination occurs prior to the acceptance of Site Design, the client shall pay a rejection fee of ten percent (10%) of the balance of Total payments. If termination occurs after the delivery of the Beta Version, the termination fee shall be twenty percent (20%) of the balance of Total payments. If termination occurs after the acceptance of the Beta Version, the termination fee shall be one hundred percent (100%) of the balance of Total payments. Regardless of when the assignment is terminated, all billable expenses already incurred by vivilanco or vivilanco is liable to pay for shall be paid by the Client in full. In the event of termination, vivilanco retains ownership of all copyrights and any original artwork created by vivilanco. However, the Client retains all rights already purchased by vivilanco on behalf of the Client from third parties.

Credit Lines

vivilanco shall be given credit on all floppy disks, tapes, documentation, packaging used to distribute copies of the site contents subject to this agreement. vivilanco shall also have the right to receive credit or copyright notice on any site document, program script, or artwork developed subject to this agreement. The size of all visible vivilanco credits or copyright notices on any given document shall not exceed 200 by 75 pixels, except on one document where it can be as large as 200 by 100 pixels.

Alterations and Additions to Graphic / Website

If the Client wishes to modify or enhance the design, vivilanco shall be given first option to provide an offer to perform such modifications or enhancements. Any alteration of any original art (color shift, mirroring, flopping, combination cut and paste, deletion, etc.), of page designs, HTML scripts, and interactivity scripts, etc. by entities other than vivilanco are subject to the explicit permission of vivilanco. Unauthorized alterations or additions to the website or to any intermediary deliverables shall be billed to the Client as if vivilanco had rendered these alteration or addition services, and the Client is responsible to pay such invoices in full.

Copy Protection

The Client must protect all final art which is the subject of this agreement against duplication and alteration.

From you to us

We do not claim ownership of any materials provided by you to us. However, you grant to us a worldwide, irrevocable, non-exclusive, royalty-free licence to use, reproduce, adapt, publish, translate and distribute such material in any media, together with the right to sub-licence such rights in respect of all material provided by you to us.

By providing materials to us, you warrant to us that you are either the owner of such materials, or have the owner’s express permission to provide such materials to us.

We cannot guarantee safekeeping or state storage of any images / data that you upload when using our services or our website (or any other materials provided by you to us). We accept no liability for loss of any images, data or materials. You are strongly advised to keep copies of such submitted images. Data and materials.

Other Operating Systems Conversions

vivilanco shall be given first option at compiling the website for operating or hardware or browsing systems beyond those stated herein in the Assignment Description.

Unauthorized Use and Program Licenses

The Client will indemnify vivilanco against all claims and expenses arising from uses for which the Client does not have rights to or authority to use. The Client will be responsible for payment of any special licensing or royalty fees resulting from the use of programs that require such payments.

Limitation of Liability

Client agrees that it shall not hold vivilanco or its agents or employees liable for any incidental or consequential damages which arise from vivilanco’s failure to perform any aspect of the Project in a timely manner, regardless of whether such failure was caused by intentional or negligent acts or omissions of vivilanco or a third party. Furthermore, vivilanco disclaims all implied warranties, including the warranty of merchantability and fitness for a particular use.

Modifications of the Agreement

Modifications of the Agreement must be written, except that the invoices may include, and the Client shall pay, fees or expenses that were orally authorized by the Client in order to progress promptly with the work.

Acceptance of Terms

The agreement to commencement of project start, states the acceptance of these terms.